SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
October 27, 2005
(Date of report)
RESOLVE STAFFING, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 0-29485 33-0850639
(State of Incorporation) (Commission File Number) (IRS Employer ID)
3235 Omni Drive
Cincinnati, OH 45245
(Address of Principal Executive Offices)
(800) 894-4250
(Registrant's telephone number, including area code)
Item 4.02 Non-Reliance on Previously Issued Financial Statements
The Registrant's officers, with the concurrence of the board of
directors, has determined that the financial statements contained in the Forms
10-QSB for the period ended March 31, 2005 and June 30, 2005 ("Reports"), should
no longer be relied upon because such Reports do not include the financial
statement disclosure that is necessary and required to report the acquisitions
made by the Registrant, as disclosed in the Registrant's Form 8-K filed on
February 9, 2005.
On or about September 26, 2005, the Registrant received a comment
letter from the Securities & Exchange Commission ("Commission") subsequent to
its review of the Registrant's Form 8-K filed on February 9, 2005 disclosing the
business acquisitions ("Acquisitions") made by the Registrant. The Respondent at
the time believed that the accounting treatment of the Acquisitions did not
compel the Respondent to deem the Respondent's parent company, ELS, Inc. ("ELS")
as the accounting acquirer under SFAS No. 141--Business Combinations. As
disclosed in prior filings, ELS is not only the parent company to the
Registrant, but it was the seller in the Acquisitions.
In further discussions with the Commission, a determination was made
on October 24, 2005 by the Registrant not to further oppose the Commission's
position that the Registrant is not the accounting acquiror in the Acquisitions,
rather ELS should be deemed to be the accounting acquiror. As a result of this
determination, it is the Registrant's intention to more fully comply with Item
310(c) of Regulation S-B by amending the Form 8-K filed February 9, 2005 by
including two years audited financial statements of the historical temporary
staffing business operated by ELS and the proforma financial information
required by Item 310(C) of Regulation S-B.
In addition, once the Form 8-K is amended to include the correct
accounting treatment of the Acquisition, the Registrant intends to further amend
the Reports filed for the quarters ended March 31, 2005 and June 30, 2005. As a
result, the financial statements contained in the Reports should not be relied
upon until such amendments are filed, which the Registrant anticipates will be
completed in approximately 45 days from the date of this report.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RESOLVE STAFFING, INC.
Dated: October 27, 2005 /s/ Ronald E. Heineman
-----------------------------
Ronald E. Heineman, CEO