1106207--4/16/2007--RESOLVE_STAFFING

related topics

{stock, price, share}

{acquisition, growth, future}

{financial, litigation, operation}

{capital, credit, financial}

{regulation, change, law}

{loss, insurance, financial}

{personnel, key, retain}

{stock, price, operating}

{cost, contract, operation}

{cost, operation, labor}

{product, market, service}

{competitive, industry, competition}

{loan, real, estate}

{cost, regulation, environmental}

{system, service, information}

We Lost Money in 2006 Unless We Find a New Working Capital Funding Source, We Risk Losing Employees, Customers and Workers Compensation Coverage We are Subject to Government Regulations and any Change in these Regulations, or the Possible Retroactive Application of These Regulations Could Result in Additional Tax Liability Our workers' compensation loss reserves may be inadequate to cover our ultimate liability for workers' compensation costs. Adverse developments in the market for excess workers' compensation insurance could lead to increases in our costs. If we are determined not to be an "employer" under certain laws and regulations, our clients may stop using our services, and we may be subject to additional liabilities. We may be exposed to employment-related claims and costs and periodic litigation that could adversely affect our business and results of operations. Our Employee Related Costs are Significant and, if Increased, and We are Unable to Pass these Costs on to Our Customers, Will Increase Our Cost of Doing Business Because Our Staffers Work at the Clients Place of Business, We May be Exposed to Employment Related Claims and Costs that Arise from that Clients Work Place Location and We do not Control the Clients Working Environment We May Lose Customers if We are Unable to Attract Qualified Temporary Personnel Due to Low Unemployment Rates and an Increase in Competition for Qualified Temporary Personnel We Require Additional Capital to Fund Our Current Operations and to Make Acquisitions. We May Have to Curtail Our Business if we Cannot Find Adequate Funding If We are Unable to Successfully Integrate and Manage Acquired Business Without Substantial Expense or Delay We May Not be Able to Effectively Operate Our Business and/or It May decrease the Value of Our Common Stock Our Plan to Make Acquisitions May Divert Management s Attention From Day-to-Day Business Operations Which Could Prevent Our Business From Growing Acquisition Activities May Cause Us to Lose Existing Customers Because of Conflicts or Service Problems Our Principal Stockholders, Officers and Directors Own a Controlling Interest in Our Voting Stock and Investors Will Not Have Voice in Our Management There are a Large Number of Shares Underlying Our Warrants that May be Available for Future Sale and the Sale of These Shares May Cause the Price of Our Stock to Drop The Application of the Penny Stock Regulation Could Harm the Market Price of Our Common Stock Should We Enter Into an Acquisition in Exchange for the Issuance of Shares of Our Common Stock, Such Issuance May Have a Dilutive Effect for Our Current Shareholders and May Cause the Price of Our Common Stock to Decline We compete with numerous larger competitors, many of which are better financed and have a stronger presence in the industry than ourselves. Any significant economic downturn could result in Resolve s clients using fewer temporary employees, which would materially adversely affect our business. The staffing services industry is highly competitive with limited barriers to entry, which could limit Resolve s ability to maintain or increase its market share or profitability. Unless we find a new working capital funding source, we risk losing employees, customers and workers compensation coverage Government regulations may result in prohibition or restriction of certain types of employment services or the imposition of additional licensing or tax requirements that may reduce Resolve s future earnings. Resolve s acquisition strategy may have a material adverse effect on its business due to unexpected or underestimated costs. Intense competition may limit Resolve s ability to attract, train and retain the qualified personnel necessary for Resolve to meet its customers staffing needs. Resolve may be exposed to employment-related claims and costs and other litigation that could materially adversely affect its business, financial condition and results of operations. If Resolve loses its key personnel, then its business may suffer. The price of Resolve s common stock may fluctuate significantly, which may result in losses for investors. Because we do not intend to pay any cash dividends on our common stock, our Shareholders will not be able to receive a return on their shares unless they sell them. As a public company, our administrative costs will be significantly higher than they are now, which will make it more difficult for us to be profitable and cash flow positive. Difficulties in complying with the Sarbanes-Oxley Act and other legal and accounting requirements applicable to public companies could affect our market value. The existence of outstanding options and warrants may impair our ability to obtain additional equity financing. We may issue shares of preferred stock in the future, which could depress the price of our stock. We may, in the future, issue additional common shares, which would reduce investors' percent of ownership and may dilute our share value. The timing and amount of capital requirements are not entirely within our control and cannot accurately be predicted and as a result, we may not be able to raise capital in time to satisfy our needs. We may not be able to raise sufficient capital or generate adequate revenue to meet our obligations and fund our operating expenses. Our Common Stock is subject to the "Penny Stock" Rules of the Commission and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in ou We require additional capital to fund our current operations and to make acquisitions. We may have to curtail our business if we can not find adequate funding

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1106207--4/16/2007--RESOLVE_STAFFING_INC