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      VIA
        FACSIMILE AND FIRST CLASS

      October
        17, 2005

      U.
        S.
        Securities and Exchange Commission

      Attention:
        Gopal Dharia, Staff Accountant

      100
        F
        Street, NE

      Washington,
        DC 20549

                Re:
                  Resolve Staffing, Inc.

                SEC
                  File No. 0-29485

        Dear
        Mr.
        Dharia:

      As
        I
        indicated to you in my letter of October 5, 2005, we represent the registrant,
        Resolve Staffing, Inc. (“Company”)
        in
        connection with its securities regulatory matters and general corporate legal
        advice. The Company acknowledges receipt of the staff’s
        comment
        letter dated September 26, 2005 (“Comment
        Letter”)
        and
        provides the following responses, on a corresponding paragraph by paragraph
        basis.

      Form
        8-K Filed February 9, 2005 (Accounting Comments)

      1. In
        partial response to this comment, we are attaching hereto copies of
        correspondence that was sent to Carol Stacey, Chief Accountant at the
        Commission, on January 23, 2005 and February 1, 2005. The relevance of these
        two
        memoranda is that the facts and circumstances underlying the background of
        the
        Company’s
        acquisitions announced in its February 9, 2005 Form 8-K, identifies the issues
        faced by the Company in attempting to obtain sufficient financial data from
        the
        various acquired entities purchased by the Company, as set forth in the
        Company’s
        Asset
        Purchase Agreement dated February 7, 2005 (“Agreement”).

      The
        Company has not amended its February 7, 2005 Form 8-K due solely to the fact
        that, after reasonable efforts and expense by the Company to obtain sufficient
        financial information from the various sellers, the Company has not been
        able to
        do so. Moreover, since the closing of the acquisitions on February 7, 2005,
        the
        relationships among the sellers and the Company have deteriorated, resulting
        in
        less of a probability of successfully acquiring financial information that
        the
        Company’s
        auditors would be able to audit in order to satisfy Rule 310(c) of Regulation
        S-B. As pointed out in the two memoranda submitted to the Commission prior
        to
        the closing of the acquisitions, the Company is able to complete audited
        financial statements for all of the acquisitions during the time period that
        the
        Company has operated and controlled those entities.1

          1 The
            Company has operated three of the acquired locations for in excess of
            two years,
            but the Company has operated six of the acquired locations for less than
            two
            years. The size and relative revenues of these acquired locations is
            set forth
            on the Company’s
            memorandum to the Commission dated February 1,
            2005.

      In
        final
        reply to this comment, the Company believes that under the circumstances
        whereby
        it has acquired several “distressed
        operations”
        that do
        not have sufficient available financial information to enable the
        Company’s
        auditors to complete two years of audit history, that the Company’s
        reasonable efforts and expense incurred in obtaining such financial information,
        coupled with its ability to complete audits of the businesses acquired to
        the
        extent that adequate financial information is available, should be determined
        by
        the Commission to satisfy the Company’s
        requirements under Rule 310(c) of Regulation S-B.

      2. The
        Company also addressed the issue addressed in this comment on the propriety
        of
        considering the Company as the accounting acquirer, in its memorandum dated
        February 1, 2005 and concluded that under the circumstances involved in the
        acquisitions outlined in the Agreement, the Company and not ELS, Inc. is
        the
        accounting acquirer. In response to this comment, and upon receipt of the
        Commission’s
        letter
        dated February 28, 2005, the Company looked very carefully at SFAS No. 141
        and
        in particular paragraph 17 thereof. The Company has concluded that it is
        the
        accounting acquirer and distinguishes paragraph 17 of SFAS No. 141 by pointing
        out the following distinctions;

      Ø  Paragraph
        17 emphasizes that in a business combination effected through an exchange
        of
        equity interests, the entity that issues the equity interests is generally
        the
        acquiring entity. The Agreement clearly is structured such that ELS, Inc.
        is
        selling business assets to the Company in exchange for the Company’s
        common
        stock. Also, the assets sold to the Company by ELS were, in terms of value,
        immaterial to the overall assets of ELS.

      Ø  The
        Company did not acquire any equity interests of ELS as a part of the acquisition
        transaction;

      Ø  On
        a
        post-transaction basis, the Company is actually operating the acquired
        businesses, not ELS. ELS has not changed its name, nor has the Company changed
        its name.

      Ø  Except
        for the fact that Ron Heineman is the chief executive officer of ELS and
        the
        Company, other members of management of ELS and the Company are different
        and
        were not changed as a result of the transaction. Moreover, based upon the
        terms
        of the Agreement, ELS did not receive beneficial ownership of the equity
        issued
        by the Company in exchange for the assets acquired, rather the two shareholders
        of ELS received the Company’s
        shares.

      Therefore,
        based upon the totality of the circumstances of the Company’s
        acquisition of the assets from ELS, in exchange for equity issued solely
        by the
        Company, it is the Company’s
        position that for accounting purposes the Company is the acquirer.

      3. Before
        and after the acquisition by the Company, Mr. Heineman owned 50% of the
        ownership of ELS. Before the acquisitions by the Company from ELS, Mr. Heineman
        was the beneficial owner of 3,360,000 shares of the Company‘s
        common
        stock representing 34.7% of the outstanding shares of capital stock of the
        Company and after the acquisitions, Mr. Heineman was the beneficial owner
        of
        7,922,000 shares of the Company‘s
        common
        stock, representing 54% of the Company’s
        outstanding shares.

      With
        respect to the staff’s
        request
        that a statement from the Company acknowledging the representations set forth
        on
        the top of page two of your Letter, please be advised that Mr. Heineman and
        one
        other director of the Company are traveling today and are not available to
        provide these written acknowledgments. However, I expect that Mr. Heineman
        will
        be available within the next day or so and will supplement this response
        letter
        to include the required representations noted in your Letter.

      Please
        contact the undersigned should you have any questions or comments.

      Sincerely,

      /s/ Gregory
        Bartko

Gregory
        Bartko, Esq.

      GAB/nmn

      Cc:
        Ron
        Heineman, CEO

      Robert
        Sporl

      Don
        Quarterman