Grassroot Soccer (GRS), a U.S.-based nonprofit organization, designed a curriculum and sport-based teaching model to build resiliency, targeting boys and girls in Lusaka, Zambia, and Johannesburg, South Africa, where most children are reminded daily of the devastation caused by AIDS and where many face chronic and acute hardship. Collaborating with curriculum specialists, evaluation specialists, and Zambian peer educators, GRS created interactive activities designed to resonate with youths' interests in sports while teaching boys and girls between ten and eighteen years of age skills to build resiliency and prevent infection of HIV. With the support of the U.S. Agency for International Development through CARE, GRS enhanced its existing activity-based curriculum by adding resiliency concepts, creating the resiliency program logic model, and conducting training-of-trainers courses. A six-week resiliency-focused HIV/AIDS education and life skills pilot program for the boys and girls in Zambia and South Africa was launched, and an evaluation study of the pilot program was conducted. The evaluation findings indicated that the GRS resiliency pilot program affected decision making and strategies for building resiliency in the lives of the participants. (Contains 5 figures and 3 notes.)