SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: December 2, 2002
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(Date of earliest event reported)
RESOLVE STAFFING, INC.
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Exact name of registrant as specified in its charter
Nevada 0-29485 33-0850639
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State of other jurisdiction of Commission File No. I.R.S. Employer
incorporation or organization ID No.
105 N. Falkenburg Rd., Suite B, Tampa, Florida 33619
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(Address of principal executive offices)
Registrant's telephone number, including area code: (813) 662-0074
None
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(Former name or former address if changed since last report)
Item 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On October 23, 2002, R. Gale Porter resigned his positions as President
and a director of Resolve Staffing, Inc. (the "Company"). His letter of
resignation did not state any reason for his resignation; however, the remaining
directors believe that Mr. Porter left to find more lucrative employment. Mr.
Porter was serving as the Company's President without compensation for
approximately one year. On December 2, 2002, the remaining member of the board
of directors, Cristino Perez, appointed Donald E. Quarterman, Jr., President,
Chief Operating Officer and a director as well as William A. Brown as a director
and Executive Vice President of the Company. The following are business
biographies of Mr. Quarterman and Mr. Brown:
Mr. Quarterman (33) joined Resolve as President, COO and Director
December 2, 2002. Mr. Quarterman brings over 7 years of staffing industry
experience in venture capital, mergers and acquisitions, and strategic
consulting to Resolve. Prior to joining Resolve, Mr. Quarterman was Managing
Partner and co-founder of Pinnacle Corporate Services, LLC, a business
consulting firm specializing in working with small and micro-cap publicly traded
companies. From 1997 to 2000, Mr. Quarterman was Director of Operations for
Catalyst Ventures, an Investment Banking firm located in Tampa, Florida. From
1993 to 1997, Mr. Quarterman was a Vice President at Geneva Corporate Finance,
one of the largest middle-market merger and acquisition firms in the United
States. Mr. Quarterman earned an MBA, with a concentration in Finance and
Entrepreneurship, from the University of South Florida.
Mr. Brown (45) joined Resolve Staffing, Inc as a director on December
2, 2002. Mr. Brown has been in the staffing industry for the last 2 years. Mr.
Brown is founder and President of J. B. Carrie Properties, Inc., a real estate
management and development company which was organized in 1988. Mr. Brown is
also involved in the senior assisted living business managing 3 facilities in
the state of Florida. Mr. Brown graduated from Florida State University with a
degree in Sociology.
Mr. Porter sold 750,000 units of the Company's securities to the
William A. Brown Family Trust on November 22, 2002. Each unit consists of one
share of the Company's common stock and one common stock purchase warrant. The
consideration for the purchase and sale was a promissory note due June 30, 2003
for $30,000, secured by a pledge of the shares and warrants.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RESOLVE STAFFING, INC.
By: /s/ Cristino L. Perez
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Cristino L. Perez
Chief Financial Officer
Dated: February 11, 2003
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