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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KT/A(Amendment No. 2)

(Mark One)

[   ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

[X] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from July 1, 2010 to December
31, 2010

Commission file number 000-29895

SMART-TEK SOLUTIONS INC.(Name of small business issuer in its charter)

|Nevada                                                               | 98-0206542                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|1100 Quail Street, Suite 100, Newport Beach,
      California        | 92660                               
|(Address of principal executive offices)                             | (Zip Code)                          

Issuers telephone number (858) 798-1644

Securities registered under Section 12(b) of the Exchange Act:

|None                | N/A                                      
|------------------- | -----------------------------------------
|Title of each class | Name of each exchange on which registered

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value(Title
of class)

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
[   ]     No [X]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act. Yes [  
]     No [X]

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]     No
[   ]

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Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [   ]    No [   ]

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[X]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer [   ] | Accelerated
      filer                  
      [   ]
|----------------------------- | -----------------------------------------------------
|Non-accelerated filer   [   ] | Smaller reporting company [X]                        

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes [  
]     No [X]

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrants most recently
completed second fiscal quarter: $1,288,648 based on a price of $0.53 per share,
being the average of the bid and ask prices of the issuer on the
Over-the-Counter Bulletin Board on December 31, 2010.

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date. As of June 30,
2011, there were 49,212,123 shares of common stock, par value $0.001,
outstanding

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly
  describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II,
  etc.) into which the document is incorporated: (1) any annual report to security
  holders; (2) any proxy or information statement; and (3) any prospectus filed
  pursuant to Rule 424(b) or (c) of the Securities Act of 1933 (Securities
  Act). The listed documents should be clearly described for identification
  purposes (e.g., annual report to security holders for fiscal year ended December
  24, 1980). N/A

Transitional Small Business Disclosure Format (Check one):
Yes [   ]    No [X]

-2-

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EXPLANATORY NOTE

Smart-tek Solutions, Inc. (the Company) is filing this
Amendment No. 2 (the Form 10-KT/A) to our Transitional report on Form 10-KT for
the transitional period from July 1, 2010 to December 31, 2010 (the Form
10-KT), filed with the U.S. Securities and Exchange Commission (SEC) on April
15, 2011, for the following purpose: to file a revised report from our
Independent Public Accounting Firm which required additional language. As
required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended,
new certifications by our principal executive officer and principal financial
officer are being filed as exhibits to this Amendment No. 2. Except as described
above, no other changes have been made to the 2010 Transition Form 10KT Annual
Report. The 2010 Transitional Annual Report continues to speak as of the date of
the 2010 Annual Report, and we have not updated the disclosures contained
therein to reflect any events which occurred at a date subsequent to the filing
of the 2010 Annual Report other than as expressly indicated in this Amendment
No. 2.

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PART II

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Revisedreport from the Independent Public
Accounting Firm

FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

|To: | The Board of Directors and
      Shareholders                   
|--- | ----------------------------------------------------------------
|    | Smart-tek Solutions, Inc.
      (formerly Royce Biomedical Inc.)

I have audited the accompanying consolidated balance sheet of
Smart-tek Solutions, Inc. and subsidiary (the Company) as of December 31, 2010,
June 30, 2010 and 2009 and the related consolidated statements of operations and
cash flows for the six months ended December 31, 2010, and for the years ended
June 30, 2010 and 2009. These consolidated financial statements are the
responsibility of the Companys management. My responsibility is to express an
opinion on these consolidated financial statements based on my audit.

I conducted my audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that I plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company
is not required to have, nor was I engaged to perform, an audit of its internal
control over financial reporting. My audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but do not for the purpose of expressing
an opinion on the effectiveness of the Companys internal control over financial
reporting. Accordingly, I express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. I believe that my audit provides a
reasonable basis for my opinion.

In my opinion the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
Smart-tek Solutions, Inc. and its subsidiaries as of December 31, 2010, June 30,
2010 and 2009 and the results of their operations and cash flows for the six
months ended December 31, 2010, and for the years ended June 30, 2010 and 2009
in conformity with accounting principles generally accepted in the United States
of America.

/ s /John Kinross-Kennedy Certified Public
Accountant Irvine, California 
  April 16, 2011

4

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Smart-tek Solutions Inc.Consolidated Balance
SheetsAs at December 31, 2010 and June 30, 2010

|                                                                                                                                                                                                 |   | December 31, |   |   | June 30,   |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ------------ | - | - | ---------- | -
|                                                                                                                                                                                                 |   | 2010         |   |   | 2010       |  
|                                                                                                                                                                                                 |   |              |   |   |            |  
|Assets                                                                                                                                                                                           |   |              |   |   |            |  
|                                                                                                                                                                                                 |   |              |   |   |            |  
|Current assets                                                                                                                                                                                   |   |              |   |   |            |  
|Cash and cash equivalents                                                                                                                                                                        | $ | 781,720      |   | $ | 269,422    |  
|Accounts receivable                                                                                                                                                                              |   | 1,689,986    |   |   | 661,248    |  
|Prepaid expenses and deposits                                                                                                                                                                    |   | 2,414,971    |   |   | 1,524,497  |  
|Current assets of
      discontinued operations                                                                                                                                                  |   | -            |   |   | 659,426    |  
|                                                                                                                                                                                                 |   |              |   |   |            |  
|Total current assets                                                                                                                                                                             |   | 4,886,677    |   |   | 3,114,593  |  
|                                                                                                                                                                                                 |   |              |   |   |            |  
|Equipment, net of accumulated depreciation                                                                                                                                                       |   | 47,501       |   |   | 56,906     |  
|                                                                                                                                                                                                 |   |              |   |   |            |  
|Goodwill                                                                                                                                                                                         |   | -            |   |   | 451,311    |  
|                                                                                                                                                                                                 |   |              |   |   |            |  
|Assets of discontinued operations                                                                                                                                                                |   | -            |   |   | 47,897     |  
|                                                                                                                                                                                                 |   |              |   |   |            |  
|                                                                                                                                                                                                 | $ | 4,934,178    |   | $ | 3,670,707  |  
|                                                                                                                                                                                                 |   |              |   |   |            |  
|                                                                                                                                                                                                 |   |              |   |   |            |  
|Liabilities                                                                                                                                                                                      |   |              |   |   |            |  
|                                                                                                                                                                                                 |   |              |   |   |            |  
|Current liabilities                                                                                                                                                                              |   |              |   |   |            |  
|                                                                                                                                                                                                 |   |              |   |   |            |  
|Accounts payable and accrued
      liabilities                                                                                                                                                   | $ | 3,770,771    |   | $ | 1,990,060  |  
|Accounts payable to
      related parties                                                                                                                                                        |   | 388,415      |   |   | 388,415    |  
|Shareholder loans                                                                                                                                                                                |   | -            |   |   | 500,024    |  
|Current liabilities of
      discontinued operations                                                                                                                                             |   | -            |   |   | 1,230,372  |  
|                                                                                                                                                                                                 |   |              |   |   |            |  
|Total current liabilities                                                                                                                                                                        |   | 4,159,186    |   |   | 4,108,871  |  
|                                                                                                                                                                                                 |   |              |   |   |            |  
|                                                                                                                                                                                                 |   |              |   |   |            |  
|Stockholders Equity                                                                                                                                                                             |   |              |   |   |            |  
|                                                                                                                                                                                                 |   |              |   |   |            |  
|Preferred stock: $0.001 par value, 5,000,000
      shares      authorized, zero shares of
      Class A preferred issued
      and      outstanding at December 31,
      2010 and June 30, 2010 |   | -            |   |   | -          |  
|Common stock: $0.001 par value, 500,000,000
      shares authorized,      24,314,124
      issued and outstanding at December 31,
      2010      (June 30, 2010  69,314,124)                   |   | 24,315       |   |   | 69,315     |  
|Additional paid in capital                                                                                                                                                                       |   | 6,852,863    |   |   | 6,852,863  |  
|Accumulated other comprehensive loss                                                                                                                                                             |   | -            |   |   | (221,963   | )
|Accumulated deficit                                                                                                                                                                              |   | (6,102,186   | ) |   | (7,138,379 | )
|                                                                                                                                                                                                 |   |              |   |   |            |  
|Total stockholders equity                                                                                                                                                                       |   | 774,992      |   |   | (438,164   | )
|                                                                                                                                                                                                 |   |              |   |   |            |  
|                                                                                                                                                                                                 | $ | 4,934,178    |   | $ | 3,670,707  |  
|                                                                                                                                                                                                 |   |              |   |   |            |  

See accompanying notes to the consolidated financial statements.

5

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Smart-tek Solutions Inc.Consolidated Statements of Operations and Comprehensive Income

|                                                             |   | Six Months   |   |   | Six
      Months   |   |   | Year       |   |   | Year     |  
|------------------------------------------------------------ | - | ------------ | - | - | ------------------ | - | - | ---------- | - | - | -------- | -
|                                                             |   | Ended        |   |   | Ended              |   |   | Ended      |   |   | *Ended*  |  
|                                                             |   | December 31, |   |   | December 31,       |   |   | June 30,   |   |   | June 30, |  
|                                                             |   | 2010         |   |   | *2009 (unaudited)* |   |   | 2010       |   |   | 2009     |  
|                                                             |   |              |   |   |                    |   |   |            |   |   |          |  
|Revenue                                                      | $ | 9,777,596    |   | $ | 1,971,770          |   | $ | 7,448,820  |   | $ | -        |  
|                                                             |   |              |   |   |                    |   |   |            |   |   |          |  
|Cost of revenue and service delivery                         |   | 8,008,675    |   |   | 1,557,463          |   |   | 5,312,862  |   |   | -        |  
|                                                             |   |              |   |   |                    |   |   |            |   |   |          |  
|Gross profit                                                 |   | 1,768,921    |   |   | 414,307            |   |   | 2,135,958  |   |   | -        |  
|                                                             |   |              |   |   |                    |   |   |            |   |   |          |  
|Selling, general and administrative
      expenses           |   | 1,391,582    |   |   | 304,225            |   |   | 1,770,296  |   |   | 134,490  |  
|                                                             |   |              |   |   |                    |   |   |            |   |   |          |  
|Operating income (loss)                                      |   | 377,339      |   |   | 110,082            |   |   | 365,662    |   |   | (134,490 | )
|                                                             |   |              |   |   |                    |   |   |            |   |   |          |  
|Other income (expense)                                       |   |              |   |   |                    |   |   |            |   |   |          |  
|                                                             |   |              |   |   |                    |   |   |            |   |   |          |  
|Interest                                                     |   | (16,561      | ) |   | (935               | ) |   | (5,354     | ) |   | (40,272  | )
|                                                             |   |              |   |   |                    |   |   |            |   |   |          |  
|Net income (loss) from continuing
      operations           |   | 360,778      |   |   | 109,147            |   |   | 360,308    |   |   | (174,762 | )
|                                                             |   |              |   |   |                    |   |   |            |   |   |          |  
|Net income (loss) from discontinued
      operations         |   | 897,378      |   |   | 246,265            |   |   | (157,228   | ) |   | 38,395   |  
|                                                             |   |              |   |   |                    |   |   |            |   |   |          |  
|Comprehensive income (loss)                                  | $ | 1,258,156    |   | $ | 355,412            |   | $ | 203,080    |   | $ | (136,367 | )
|                                                             |   |              |   |   |                    |   |   |            |   |   |          |  
|Earnings (loss) per share, basic and
      diluted           | $ | 0.02         |   | $ | 0.02               |   | $ | 0.01       |   | $ | 0.01     |  
|                                                             |   |              |   |   |                    |   |   |            |   |   |          |  
|Weighted average shares outstanding, basic
      and diluted |   | 63,904,288   |   |   | 19,712,944         |   |   | 53,863,199 |   |   | 447,589  |  

See accompanying notes to the consolidated financial statements.

6

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Smart-tek Solutions Inc.Consolidated Statement of Changes in Stockholders Equity (Deficiency)

|                                                               |  | Common
      Stock |   |   |         |   |   |            |  |   |               |   |   |             |  
|-------------------------------------------------------------- |  | ------------------ | - | - | ------- | - | - | ---------- |  | - | ------------- | - | - | ----------- | -
|                                                               |  |                    |   |   |         |   |   |            |  |   | Accumulated   |   |   |             |  
|                                                               |  |                    |   |   |         |   |   | Additional |  |   | Other         |   |   |             |  
|                                                               |  |                    |   |   |         |   |   | Paid in    |  |   | Comprehensive |   |   | Accumulated |  
|                                                               |  | Shares             |   |   | Amount  |   |   | Capital    |  |   | Income        |   |   | Deficit     |  
|                                                               |  |                    |   |   |         |   |   |            |  |   |               |   |   |             |  
|Balance  June 30, 2009                                        |  | 447,589            |   | $ | 448     |   | $ | 6,566,465  |  | $ | (67,722       | ) | $ | (7,341,459  | )
|                                                               |  |                    |   |   |         |   |   |            |  |   |               |   |   |             |  
|Shares issued for Marketing Partner Agreement                  |  | 45,000,000         |   |   | 45,000  |   |   | -          |  |   | -             |   |   | -           |  
|                                                               |  |                    |   |   |         |   |   |            |  |   |               |   |   |             |  
|Shares issued for settlement of debt                           |  | 23,866,535         |   |   | 23,867  |   |   | 286,398    |  |   | -             |   |   | -           |  
|                                                               |  |                    |   |   |         |   |   |            |  |   |               |   |   |             |  
|Net Income                                                     |  | -                  |   |   | -       |   |   | -          |  |   | -             |   |   | 203,080     |  
|                                                               |  |                    |   |   |         |   |   |            |  |   |               |   |   |             |  
|Currency translation adjustment                                |  | -                  |   |   | -       |   |   | -          |  |   | (154,241      | ) |   | -           |  
|                                                               |  |                    |   |   |         |   |   |            |  |   |               |   |   |             |  
|Balance  June 30, 2010                                        |  | 69,314,124         |   |   | 69,315  |   |   | 6,852,863  |  |   | (221,963      | ) |   | (7,138,379  | )
|                                                               |  |                    |   |   |         |   |   |            |  |   |               |   |   |             |  
|Shares cancelled for amended Marketing Partner
      Agreement |  | (45,000,000        | ) |   | (45,000 | ) |   | -          |  |   | -             |   |   | -           |  
|                                                               |  |                    |   |   |         |   |   |            |  |   |               |   |   |             |  
|Net Income                                                     |  | -                  |   |   | -       |   |   | -          |  |   | 221,963       |   |   | 1,036,193   |  
|                                                               |  |                    |   |   |         |   |   |            |  |   |               |   |   |             |  
|Balance  December 31, 2010                                    |  | 24,314,124         |   | $ | 24,315  |   | $ | 6,852,863  |  | $ | -             |   | $ | (6,102,186  | )

See accompanying notes to the consolidated financial statements.

7

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Smart-tek Solutions Inc.Consolidated Statements of Cash Flows

|                                                                               |   | Six Months   |   |   | Six
      Months |   |   | Year       |   |   | Year     |  
|------------------------------------------------------------------------------ | - | ------------ | - | - | ---------------- | - | - | ---------- | - | - | -------- | -
|                                                                               |   | Ended        |   |   | Ended            |   |   | Ended      |   |   | Ended    |  
|                                                                               |   | December 31, |   |   | December 31,     |   |   | June 30,   |   |   | June 30, |  
|                                                                               |   | 2010         |   |   | 2009 (unaudited) |   |   | 2010       |   |   | 2009     |  
|Operating Activities                                                           |   |              |   |   |                  |   |   |            |   |   |          |  
|                                                                               |   |              |   |   |                  |   |   |            |   |   |          |  
|Net income                                                                     | $ | 1,258,156    |   | $ | 109,147          |   | $ | 360,308    |   | $ | (174,762 | )
|                                                                               |   |              |   |   |                  |   |   |            |   |   |          |  
|Adjustments to reconcile net income to cash
      used in operating activities |   |              |   |   |                  |   |   |            |   |   |          |  
|Depreciation and amortization                                                  |   | 9,405        |   |   | 2,856            |   |   | 9,405      |   |   | -        |  
|Shares cancelled for
      amended Marketing     Partner Agreement             |   | (45,000      | ) |   | -                |   |   | -          |   |   | -        |  
|                                                                               |   |              |   |   |                  |   |   |            |   |   |          |  
|Changes in operating assets and liabilities                                    |   |              |   |   |                  |   |   |            |   |   |          |  
|                                                                               |   |              |   |   |                  |   |   |            |   |   |          |  
|Accounts receivable                                                            |   | (1,028,738   | ) |   | (233,233         | ) |   | (661,248   | ) |   | -        |  
|Prepaid expenses and deposits                                                  |   | (890,474     | ) |   | (1,629,643       | ) |   | (1,524,497 | ) |   | -        |  
|Accounts payable and accrued
      liabilities                                 |   | 1,780,712    |   |   | 1,638,789        |   |   | 1,659,254  |   |   | 322,104  |  
|                                                                               |   |              |   |   |                  |   |   |            |   |   |          |  
|Net cash provided by (used in) operating
      activities                      |   | 1,084,061    |   |   | (112,084         | ) |   | (156,778   | ) |   | 147,342  |  
|                                                                               |   |              |   |   |                  |   |   |            |   |   |          |  
|Investing activities                                                           |   |              |   |   |                  |   |   |            |   |   |          |  
|                                                                               |   |              |   |   |                  |   |   |            |   |   |          |  
|Purchase of equipment                                                          |   | -            |   |   | (34,189          | ) |   | (69,864    | ) |   | -        |  
|                                                                               |   |              |   |   |                  |   |   |            |   |   |          |  
|Net cash used in investing activities                                          |   | -            |   |   | (34,189          | ) |   | (69,864    | ) |   | -        |  
|                                                                               |   |              |   |   |                  |   |   |            |   |   |          |  
|Financing activities                                                           |   |              |   |   |                  |   |   |            |   |   |          |  
|                                                                               |   |              |   |   |                  |   |   |            |   |   |          |  
|Proceeds from shareholder loan                                                 |   | -            |   |   | 876,116          |   |   | 554,383    |   |   | (135,837 | )
|                                                                               |   |              |   |   |                  |   |   |            |   |   |          |  
|Proceeds from officers and directors                                           |   | (4,733       | ) |   | (310,265         | ) |   | 77,790     |   |   | (99,301  | )
|                                                                               |   |              |   |   |                  |   |   |            |   |   |          |  
|Net cash provided by financing activities                                      |   | (4,733       | ) |   | 565,851          |   |   | 632,173    |   |   | (235,138 | )
|                                                                               |   |              |   |   |                  |   |   |            |   |   |          |  
|Net increase in cash from continuing
      operations                          |   | 1,079,328    |   |   | 419,578          |   |   | 405,531    |   |   | (87,796  | )
|                                                                               |   |              |   |   |                  |   |   |            |   |   |          |  
|Net increase in cash from discontinued
      operations                        |   | (567,030     | ) |   | (185,026         | ) |   | (136,109   | ) |   | 87,796   |  
|                                                                               |   |              |   |   |                  |   |   |            |   |   |          |  
|Cash and cash equivalents, beginning of
      period                           |   | 269,422      |   |   | -                |   |   | -          |   |   | -        |  
|                                                                               |   |              |   |   |                  |   |   |            |   |   |          |  
|Cash and cash equivalents, end of period                                       | $ | 781,720      |   | $ | 234,552          |   | $ | 269,422    |   | $ | -        |  
|                                                                               |   |              |   |   |                  |   |   |            |   |   |          |  
|Supplemental cash flow information                                             |   |              |   |   |                  |   |   |            |   |   |          |  
|                                                                               |   |              |   |   |                  |   |   |            |   |   |          |  
|Interest paid                                                                  | $ | 16,561       |   | $ | 935              |   | $ | 5,353      |   | $ | 40,272   |  

See accompanying notes to the consolidated financial statements.

8

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|Smart-tek Solutions Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|December 31, 2010                             
|                                              

1.          
Summary of significant accounting policies

Nature of operations, basis of financial statement
presentation

Smart-tek Solutions Inc. (the Company) was incorporated in
the State of Nevada on March 22, 1995.

In August 2005, the Company changed its name from Royce
Biomedical Inc. to Smart-tek Solutions Inc. (STS or the Company) to better
reflect its new business activities

In March 2005, the Company entered into a Letter of Intent to
acquire Smart-tek Communications, Inc. (SCI) a British Columbia based security
design and installation contractor. Pursuant to a Share Exchange Agreement
executed in April 2005. SCI became a wholly-owned subsidiary of the Company.

Smart-tek Communications Inc. (SCI) was incorporated on
October 29, 1996 in the Province of British Columbia, Canada. The Company
specialized in the design, sale, installation and service of security technology
with electronic hardware and software products. Projects range from residential
and commercial developments to system upgrades and monitoring contracts.
Customers included major developers, general and electrical contractors,
hospitals, Crown Corporations, law enforcement agencies and retail facilities.
100% of the SCIs operations are in Canada.

On July 1, 2010, the Company completed the disposition of the
Companys wholly owned subsidiary Smart-Tek Communications Inc. to its president
and founder Perry Law.

On February 11, 2009, Smart-tek Automated Services Inc., a
wholly owned subsidiary of the Company was incorporated in the State of Nevada
for the purpose of adding a yet to be determined new business line. On June 17,
2009, Brian Bonar was contracted to use his expertise and contacts in the PEO
area for the benefit of Smart-tek Automated Services, Inc. Smart-tek Automated
Services Inc. provides integrated and cost-effective management solutions in the
area of human resources for public and private companies. Though Smart-tek
Automated Services Inc., provides mainly professional employer organization
(PEO) services, it is equipped to provide temporary staffing services as well.
In a PEO co-employment contract, the Company becomes the employer of record for
client company employees for tax and insurance purposes. The client company
continues to direct the employees day-to-day activities, and Allegiant charges
a service fee for providing services. 100% of Smart-tek Automated Services
Inc.s operations are in the United States.

The consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America and include the following significant accounting policies:

Principles of consolidation

The consolidated financial statements include the accounts of
Smart-tek Solutions Inc. and its wholly-owned subsidiary Smart-tek Automated
Services Inc. Significant inter-company transactions have been eliminated in
consolidation.

Use of estimates

The preparation of these financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect reported
amounts and related disclosures. Specific areas, among others, requiring the
application of managements estimates and judgment includes assumptions
pertaining to credit. Worthiness of customers, percentage of completion and
related costs for contracts in progress, interest rates, useful lives of assets,
future cost trends, tax strategies, and other external market and economic
conditions. Actual results could differ from estimates and assumptions made.

9

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|Smart-tek Solutions Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|December 31, 2010                             
|                                              

Cash and equivalents

Cash and cash equivalents consist of cash on hand and bank
deposits. For financial reporting purposes, the Company considers all highly
liquid debt instruments with original maturities of three months or less to be
cash equivalents. The Company maintains its cash in bank deposit accounts, which
at times, may exceed federally insured limits. The Company has not experienced
any losses related to this concentration of risk. At December 31, 2010 and June
30, 2010, the Company did not have any deposits in excess of federally insured
limits.

Accounts Receivable

Accounts receivables are recorded at net realizable value
consisting of the carrying amount less an allowance for uncollectible accounts,
as needed. The Company uses the allowance method to account for uncollectible
accounts receivable balances. Under the allowance method, if needed, an estimate
of uncollectible customer balances is made based upon specific account balances
that are considered uncollectible. Factors used to establish an allowance
include the credit quality and payment history of the customer. There is an no
allowance for doubtful accounts as of December 31, 2010 (June 30, 2010  $Nil).

Workers compensation claims reserve

The Company maintains reserves for workers' compensation claims
which are made up of estimated collateral required to pay claims and estimated
expenses to settle the claims. The collateral amounts are determined by the
insurance carrier and are not recoverable by the Company until all claims
related to a policy period are settled. Accordingly, the Company accrues
workers compensation losses, as provided by the Insurance Carriers Third Party
Administrator and charges expense. As such, the claim reserve will not be
recoverable in the near term and accordingly, they are classified as a long term
asset. The Company as well as the Insurance Carriers evaluate the reserves
regularly throughout the year and make adjustments accordingly. If the actual
cost of such claims and related expenses exceeds the amounts estimated,
additional reserves may be required.

Concentration of credit risk

Credit risk arises from the potential that a counterpart will
fail to perform its obligations. The Company is exposed to credit risk related
to its accounts receivable and contract retention receivable. The Companys
receivables are comprised of a number of debtors which minimizes the
concentration of credit risk. It is managements opinion that the Company is not
exposed to significant credit risk associated with its accounts receivable and
contract retention receivable.

Equipment

Equipment, including computer equipment under capital lease
agreements, is accounted for in accordance with Financial Accounting Standards
Board (FASB) Accounting Standards Codification (ASC) topic 360: Property Plant
and Equipment. It is recorded at cost and depreciated using accelerated methods
over the estimated useful lives of the related assets ranging from 3 to 5 years.
The Company reviews the carrying value of long-term assets to be held and used
when events and circumstances warrant such a review. If the carrying value of a
long-lived asset is considered impaired, a loss is recognized based on the
amount by which the carrying value exceeds the fair market value. Fair market
value is determined primarily using the anticipated cash flows discounted at a
rate commensurate with the risk involved. The cost of normal maintenance and
repairs is charged to operations as incurred. Major overhaul that extends the
useful life of existing assets is capitalized. When equipment is retired or
disposed, the costs and related accumulated depreciation are eliminated and the
resulting profit or loss is recognized in income.

10

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|Smart-tek Solutions Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|December 31, 2010                             
|                                              

Income taxes

In accordance with FASB ASC 740 (SFAS No. 109), Accounting for
Income Taxes, the Company uses the asset and liability method to account for
income taxes, including recognition of deferred tax assets for the anticipated
future tax consequences attributable to differences between financial statement
amounts and their respective tax bases. The Company reviews its deferred tax
asset for recovery and a valuation allowance is established when the Company
believes that it is more likely than not that some portion of its deferred tax
asset will not be realized. Changes in valuation allowances from period to
period are included in the Companys tax provision in the period of change.

Revenue recognition

The Company recognizes professional employment organizations
(PEO) revenues when each periodic payroll is delivered to the ASC 605-45:
Principal Agent Consideration. Consistent with its revenue recognition policy,
the Companys net PEO revenues and cost of PEO revenues do not include the
payroll cost of its worksite employees. Instead, PEO revenues and cost of PEO
revenues are comprised of all other costs related to its worksite employees,
such as payroll taxes, employee benefit plan premiums and workers compensation
insurance. PEO revenues also include professional service fees, which are
primarily computed as a percentage of client payroll or on a per check basis.

In determining the pricing of the markup component of its
billings, the Company takes into consideration its estimates of the costs
directly associated with its worksite employees, including payroll taxes,
benefits and workers compensation costs, plus an acceptable gross profit
margin. As a result, the Companys operating results are significantly impacted
by the Companys ability to accurately estimate, control and manage its direct
costs relative to the revenues derived from the markup component of the
Companys gross billings.

Comprehensive (loss) income

Comprehensive income is presented in accordance with FASB ASC
220. Comprehensive income or loss encompasses net income or loss and other
comprehensive income or loss, which includes all other non-owner transactions
and events that change shareholders deficiency. The Companys other
comprehensive loss reflects the effect of foreign currency translation
adjustments on the translation of the financial statements from the functional
currency of Canadian dollars into the reporting currency of U.S. dollars.

11

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|Smart-tek Solutions Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|December 31, 2010                             
|                                              

Stock-based compensation

Through December 31, 2005, the Company accounted for
stock-based employee compensation in accordance with the provisions of
Accounting Principles Board (APB) Opinion No. 25 and FASB Interpretation No.
44 Accounting for Certain Transactions Involving Stock Compensation and
complied with the disclosure requirements of SFAS No. 123 (as modified by SFAS
No.48), Accounting for Stock-Based Compensation, Under APB No.25 compensation
expense was recorded based on difference, if any, between the fair value of the
Companys stock and the exercise price on the measurement date. The Company
accounted for stock issued to non-employees in accordance with SFAS No.123,
which required entities to recognize as expense over the service period the fair
value of all stock based awards on the date of grant and EITF No. 96-18
Accounting for Equity Investments that are issued to Other Than Employees for
Acquiring, or in conjunction with Selling, Goods or Services, which addressed
the measurement date and recognition approach for such transactions.

On January 1, 2006, the Company adopted FASB ASC 718:
Compensation-Stock Compensation (SFAS No. 123 - revised 2004), Share-based
Payment (SFAS No.123R) a revision of SFAS No. 123, Accounting for Stock Based
Compensation, SFAS No.123R superseded APB Opinion No.25 Accounting for Stock
Issued to Employees and amended SFAS 95 Statement of Cash Flows ASC 718
requires that the Company measure the cost of employee services received in
exchange for equity awards based on the grant date fair-value of the awards. The
cost will be recognized as compensation expense over the vesting period of the
awards.

Under this method, the Company began recognizing compensation
cost for equity-based compensation for all new or modified grants after the date
of adoption. The pro-forma disclosures previously permitted under SFAS No. 123
are no longer an alternative to financial statement recognition.

12

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|Smart-tek Solutions Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|December 31, 2010                             
|                                              

Recovery of long-lived assets

The Company adopted FASB ASC Topic 360: Property Plant and
Equipment, sub topic 360-10-35-15: Impairment or Disposal of Long Lived Assets
(SFAs 144). ASC 360-10-35-15 requires recognition of impairment losses on
long-lived assets when indicators of impairment are present and the undiscounted
cash flows estimated to be generated by those assets are less than the assets
carrying amounts.

Earnings (loss) per share

The Company computes net earnings (loss) per common share in
accordance with FASB ASC 260 (SFAS No. 128 Earnings per Share and SAB No. 98).
Under the provisions of ASC 260, the basic net earnings (loss) per common share
is computed by dividing the net earnings (loss) available to common stock
outstanding during the period. Net earnings (loss) per share on a diluted basis
is computed by dividing the net earnings (loss) for the period by the weighted
average number of common and dilutive common stock equivalent shares outstanding
during the period.

Fair Value of Financial Instruments

Effective January 1, 2008, fair value measurements are
determined by the Company's adoption of authoritative guidance issued by the
under FASB ASC 870-10: Fair Value Measurements and Disclosures (FASB 157), with
the exception of the application of the statement to non-recurring,
non-financial assets and liabilities as permitted. The adoption of the
authoritative guidance did not have a material impact on the Company's fair
value measurements. Fair value is defined in the authoritative guidance as the
price that would be received to sell an asset or paid to transfer a liability in
the principal or most advantageous market for the asset or liability in an
orderly transaction between market participants at the measurement date. A fair
value hierarchy was established, which prioritizes the inputs used in measuring
fair value into three broad levels as follows:

Level 1Quoted prices in active markets
for identical assets or liabilities.

Level 2Inputs, other than the quoted
prices in active markets, are observable either directly or indirectly.

Level 3Unobservable inputs based on
the Company's assumptions.

The Company is required to use of observable market data if
such data is available without undue cost and effort.

At December 31, 2010 and June 30, 2010, the carrying amounts of
financial instruments, including cash, accounts and other receivables, accounts
payable and accrued liabilities, and accounts payable to related parties
approximate fair value because of their short maturity.

Recent Accounting Pronouncements

In October 2009, the FASB issued authoritative guidance on
revenue recognition that will become effective in fiscal years beginning on or
after June 15, 2010, with earlier adoption permitted. Under the new guidance on
arrangements that include software elements, tangible products that have
software components that are essential to the functionality of the tangible
product will no longer be within the scope of the software revenue recognition
guidance, and software-enabled products will now be subject to other relevant
revenue recognition guidance. Additionally, the FASB issued authoritative
guidance on revenue arrangements with multiple deliverables that are outside the
scope of the software revenue recognition guidance. Under the new guidance, when
vendor specific objective evidence or third party evidence for deliverables in
an arrangement cannot be determined, a best estimate of the selling price is
required to separate deliverables and allocate arrangement consideration using
the relative selling price method. The new guidance includes new disclosure
requirements on how the application of the relative selling price method affects
the timing and amount of revenue recognition. We believe the adoption of this
new guidance will not have a material impact on our financial statements.

13

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|Smart-tek Solutions Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|December 31, 2010                             
|                                              

Recent Accounting Pronouncements, continued

In January 2010, the FASB issued guidance under FASB ASU No.
2010-08, Technical Corrections to various Topics related to ASC Topic 820-10
on improving disclosures about fair value measurements to add new disclosure
requirements for significant transfers in and out of Level 1 and 2 measurements
and to provide a gross presentation of the activities within the Level 3
rollforward. The guidance also clarifies existing fair value disclosures about
the level of disaggregation and about inputs and valuation techniques used to
measure fair value. The disclosure requirements are effective for interim and
annual reporting periods beginning after December 15, 2009, except for the
requirement to present the Level 3 rollforward on a gross basis, which is
effective for fiscal years beginning after December 15, 2010. The adoption of
this guidance was limited to the form and content of disclosures, and will not
have a material impact on our consolidated results of operations and financial
condition.

Other recent accounting pronouncements issued by the FASB
(including its Emerging Issues Task Force), the AICPA, and the SEC did not or
are not believed by management to have a material impact on the Company's
present or future consolidated financial statements.

In May 2009, the FASB issued new guidance for accounting for
subsequent events. The new guidance, which is now part of ASC 855-10, Subsequent
Events (formerly, SFAS No. 165, Subsequent Events) is consistent with existing
auditing standards in defining subsequent events as events or transactions that
occur after the balance sheet date but before the financial statements are
issued or are available to be issued, but it also requires the disclosure of the
date through which an entity has evaluated subsequent events and the basis for
that date. The new guidance defines two types of subsequent events: recognized
subsequent events and non-recognized subsequent events. Recognized subsequent
events provide additional evidence about conditions that existed at the balance
sheet date and must be reflected in the companys financial statements.
Non-recognized subsequent events provide evidence about conditions that arose
after the balance sheet date and are not reflected in the financial statements
of a company. Certain non-recognized subsequent events may require disclosure to
prevent the financial statements from being misleading. The new guidance was
effective on a prospective basis for interim or annual periods ending after June
15, 2009. The Company adopted the provisions of ASC 855-10 as required.

In June 2009, the FASB issued new guidance which is now part of
ASC 105-10 (formerly Statement of Financial Accounting Standards No. 168, The
FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles). ASC 105-10 replaces FASB Statement No. 162, "The
Hierarchy of Generally Accepted Accounting Principles", and establishes the FASB
Accounting Standards Codification as the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in conformity with generally accepted
accounting principles. ASC 105-10 is effective for interim and annual periods
ending after September 15, 2009. The adoption of ASC 105-10 did not have a
material impact on the Companys financial statements.

In January 2010, the FASB issued ASU No. 2010-01, amending SFAS
No. 168, The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles. This Standard codified in ASC 105 is
being modified to include the authoritative and non-authoritative levels of
GAAP. This amendment is effective for financial statements issued for interim
and annual periods ending after September 15, 2009. ASU No. 2010-01 has no
effect on the Companys financial position, statements of operations, or cash
flows at this time.

In February 2010, the FASB issued ASU No. 2010-09, Subsequent
Events ( ASC Topic 855), Amendments to Certain Recognition and Disclosure
Requirements. This Standard update requires a SEC Filer to (1) evaluate
subsequent events through the date that the financial statements are issued or
available to be issued, (2) defines SEC Filer as an entity that is required to
file or furnish its financial statements with either the SEC or, with respect to
an entity subject to Section 12(i) of the Securities Exchange Act of 1934, as
amended, the appropriate agency under that Section, (3) not be bound to
disclosing the date through which subsequent events have been evaluated, (4)
note the definition of public entity is not longer defined nor necessary
for Topic 855, (5) note the scope of the reissuance disclosure requirements is
refined to include revised financial statements only. These Updates are
effective for interim or annual periods ending after June 15, 2010. ASU No.
2010-09 has no effect on the Companys financial position, statements of
operations, or cash flows at this time.

14

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|Smart-tek Solutions Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|December 31, 2010                             
|                                              

2.          
Discontinued operations

Smart-Tek Communications Inc.

On July 1, 2010, the Company completed the sale of the
Companys wholly owned subsidiary Smart-Tek Communications Inc. to its president
and founder Perry Law.

The aggregate purchase price of Smart-Tek Communications, Inc.
is $821,757 allocated as follows:

| | (a) | $821,756 of the purchase price shall be paid and
      satisfied by setting-off the Companys indebtedness to Perry Law;
    and
| | --- | --------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                 
| | (b) | $1.00 of the purchase price shall be paid by Perry Law
      for transferring 32,817 shares owned by him to the
  Company.      

Results of operations and cash flows are classified as
pertaining to discontinued operations if those operations and cash flows are
attributable to a distinguishable component of the Company that will be
eliminated from the ongoing operations of the Company as a result of the
disposition.

The results of discontinued operations are classified
separately in both the current period and prior years. The results of
discontinued operations are presented net of applicable income taxes.

If certain long-term assets and liabilities of the Company can
be distinguished as being directly related to the discontinued operations, and
if those assets and liabilities are disposed of pursuant to the disposition of
the discontinued business component, then those assets and liabilities are
classified on the balance sheet in both the current and prior periods as current
or non-current assets of discontinued operations and liabilities of discontinued
operations, respectively.

Current and non-current assets and liabilities of discontinued
operations are re-measured at the time of discontinuation at the lower of their
carrying amount or their fair value less cost to sell. Any resultant unrealized
gains or losses are recognized in net income in the period when the Company
disposes the related operations.

15

---

|Smart-tek Solutions Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|December 31, 2010                             
|                                              

The following table presents the effect of the discontinued
operations in the Consolidated Statements of Operations and Comprehensive
Income:

|                                                     |   | Six Months   |  |   | Six Months         |   |   | Year      |   |   | Year      |  
|---------------------------------------------------- | - | ------------ |  | - | ------------------ | - | - | --------- | - | - | --------- | -
|                                                     |   | Ended        |  |   | Ended              |   |   | Ended     |   |   | Ended     |  
|                                                     |   | December 31, |  |   | December 31,       |   |   | June 30,  |   |   | June 30,  |  
|                                                     |   | 2010         |  |   | *2009 (unaudited)* |   |   | 2010      |   |   | 2009      |  
|                                                     |   |              |  |   |                    |   |   |           |   |   |           |  
|Revenue                                              | $ | -            |  | $ | 3,035,058          |   | $ | 4,673,084 |   | $ | 3,274,138 |  
|                                                     |   |              |  |   |                    |   |   |           |   |   |           |  
|Cost of revenue and service
      delivery           |   | -            |  |   | 1,959,868          |   |   | 3,294,783 |   |   | 2,558,706 |  
|                                                     |   |              |  |   |                    |   |   |           |   |   |           |  
|Gross profit                                         |   | -            |  |   | 1,075,190          |   |   | 1,378,301 |   |   | 715,432   |  
|                                                     |   |              |  |   |                    |   |   |           |   |   |           |  
|Selling, general and
      administrative expenses   |   | -            |  |   | 797,519            |   |   | 1,531,267 |   |   | 672,760   |  
|                                                     |   |              |  |   |                    |   |   |           |   |   |           |  
|Operating income (loss)                              |   | -            |  |   | 277,671            |   |   | (152,966  | ) |   | 42,672    |  
|                                                     |   |              |  |   |                    |   |   |           |   |   |           |  
|Other expense                                        |   |              |  |   |                    |   |   |           |   |   |           |  
|                                                     |   |              |  |   |                    |   |   |           |   |   |           |  
|Interest                                             |   | -            |  |   | (2,732             | ) |   | (4,262    | ) |   | (4,277    | )
|                                                     |   |              |  |   |                    |   |   |           |   |   |           |  
|Income (loss) from
      discontinued operations     |   | -            |  |   | 274,939            |   |   | (157,228  | ) |   | 38,395    |  
|                                                     |   |              |  |   |                    |   |   |           |   |   |           |  
|Currency translation
      adjustment                |   | -            |  |   | (28,674            | ) |   | -         |   |   | -         |  
|                                                     |   |              |  |   |                    |   |   |           |   |   |           |  
|Gain on disposition of
      discontinued operations |   | 897,378      |  |   | -                  |   |   | -         |   |   | -         |  
|                                                     |   |              |  |   |                    |   |   |           |   |   |           |  
|Net income from discontinued
      operations        | $ | 897 378      |  | $ | 246,265            |   | $ | (157,228  | ) | $ | 38,395    |  

16

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|Smart-tek Solutions Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|December 31, 2010                             
|                                              

The following table presents the effect of discontinued
operations in the Consolidated Balance Sheets

| |                                                                                   |   | December 31, |  |   | June 30,  | 
| | --------------------------------------------------------------------------------- | - | ------------ |  | - | --------- | 
| |                                                                                   |   | 2010         |  |   | 2010      | 
| | Assets                                                                            |   |              |  |   |           | 
| | Current assets                                                                    |   |              |  |   |           | 
| | Cash                                                                              | $ | -            |  | $ | 146,967   | 
| | Accounts receivable                                                               |   | -            |  |   | 380,345   | 
| | Contract retention receivable                                                     |   | -            |  |   | 118,804   | 
| | Cost of uncompleted contracts in excess of
      billing                          |   | -            |  |   | 11,713    | 
| | Prepaid expenses and deposits                                                     |   | -            |  |   | 1,597     | 
| |                                                                                   |   |              |  |   |           | 
| |                                                                                   |   | -            |  |   | 659,426   | 
| | Equipment                                                                         |   | -            |  |   | 47,897    | 
| |                                                                                   |   |              |  |   |           | 
| |                                                                                   | $ | -            |  | $ | 707,323   | 
| | Current liabilities                                                               |   |              |  |   |           | 
| | Accounts payable and accrued liabilities                                          | $ | -            |  | $ | 297,433   | 
| | Billings on uncompleted
      contracts in excess of costs and estimated revenues |   | -            |  |   | 73,117    | 
| | Deferred revenue                                                                  |   | -            |  |   | 21,027    | 
| | Amounts due to officers and
      directors                                       |   | -            |  |   | 838,795   | 
| |                                                                                   |   |              |  |   |           | 
| |                                                                                   | $ | -            |  | $ | 1,230,372 | 

17

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|Smart-tek Solutions Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|December 31, 2010                             
|                                              

3.          
Equipment

Cost
    
    
    Accumulated Depreciation
    
    
    December 31, 2010 Net Book Value
    
    
    Cost
    
    
    Accumulated Depreciation
    
    
    June 30, 2010 Net Book ValueComputer equipment &
      software
    $
    28,882
    
    $
    9,628
    
    $
    19,254
    
    $
    28,882
    
    $
    7,439
    
    $
    21,443Office furniture & equipment
    
    12,993
    
    
    8,008
    
    
    4,985
    
    
    12,993
    
    
    2,645
    
    
    10,348Automobile
    
    27,989
    
    
    4,727
    
    
    23,262
    
    
    27,989
    
    
    2,874
    
    
    25,115$
    69,864
    
    $
    22,363
    
    $
    47,501
    
    $
    69,864
    
    $
    12,958
    
    $
    56,906


4.          
Shareholder loans

At December 31, 2010 the Company is indebted to a company
controlled by the Companys president in the amount of $Nil (June 30, 2010 -
$500,024). The loan is unsecured, bears 0% interest and has no fixed terms of
repayment.

5.          
Income taxes

The Company utilizes SFAS No. 109, Accounting for Income
Taxes, which requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included in
the financial statements or tax returns. Under this method, deferred tax assets
and liabilities are determined based on the difference between the tax basis of
assets and liabilities and their financial reporting amounts based on enacted
tax laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income. Deferred income taxes are
reported using the liabilities method.

Deferred tax assets are recognized for deductible temporary
differences and for carry forwards. Deferred tax liabilities are recognized for
taxable temporary differences. Temporary differences are the differences between
the reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will not be realized.

18

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|Smart-tek Solutions Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|December 31, 2010                             
|                                              

5.          
Income taxes, continued

The Company generated a deferred tax credit through net
operating loss carry forwards. As of December 31, 2010 the company had federal
and state net operating loss carry forwards of approximately $5,687,402 that can
be used to offset future federal income tax. The federal and state net operating
losses are reduced by a valuation allowance, when, in the opinion of management,
utilization is not reasonably assured. A valuation allowance of 100% has been
established; based on it is more likely than not that some portion or all of the
deferred tax credit will not be realized.

At December 31, 2010, STS had available federal net operating
loss (NOL) carry forwards of approximately $5,687,402. Under Section 382 of the
internal Revenue Code of 1986, as amended, the use of prior losses including
NOLs is subject to rules if a corporation undergoes an ownership change.
Future issuances of equity interests by us for acquisitions or the exercise of
outstanding options to purchase our capital stock may result in an ownership
change that is large enough for a limitation on the use of NOLs to apply. If the
limitation applies, we may be unable to use a material portion of its available
NOL carry forwards to reduce future taxable income. The income tax effect of
temporary differences between financial and tax reporting gives rise to the
deferred tax asset at December 31, 2010 and June 30, 2010 as follows:

|                                             |   | December 31, |   |   | June 30,   |  
|-------------------------------------------- | - | ------------ | - | - | ---------- | -
|                                             |   | 2010         |   |   | 2010       |  
|                                             |   |              |   |   |            |  
|Deferred tax asset, beginning                | $ | 2,386,382    |   | $ | 2,457,460  |  
|                                             |   |              |   |   |            |  
|Provision of current years operating gain   |   | (440,355     | ) |   | (71,078    | )
|                                             |   |              |   |   |            |  
|Deferred tax asset, ending                   | $ | 1,946,027    |   | $ | 2,386,382  |  
|                                             |   |              |   |   |            |  
|Valuation allowance, beginning               | $ | (2,386,382   | ) | $ | (2,457,460 | )
|Current years gain provision                |   | 440,355      |   |   | 71,078     |  
|                                             |   |              |   |   |            |  
|Valuation allowance, ending                  | $ | (1,946,027   | ) | $ | (2,386,382 | )
|                                             |   |              |   |   |            |  
|Deferred tax asset, net                      | $ | -            |   | $ | -          |  
|                                             |   |              |   |   |            |  
|Tax at blended U.S./Canadian statutory rates |   | (35%         | ) |   | (35%       | )
|Loss carryover                               |   | 35%          |   |   | 35%        |  
|                                             |   |              |   |   |            |  
|Tax expense                                  | $ | -            |   | $ | -          |  

6.          
Common Stock

At December 31, 2010, the Company is authorized to issue:

| | 1. | 5,000,000 shares of preferred stock, par value $0.001 per
      share
| | -- | ---------------------------------------------------------------------
| | 2. | 500,000,000 shares of common stock, par value $0.001 per
      share 

At December 31, 2010, there are 24,314,124 shares of common
stock outstanding.

During the quarter a certificate for 45,000,000 shares was
cancelled and returned to treasury pursuant to an Amended Marketing Agreement
dated December 9, 2010, by and between Smart-Tek Solutions Inc., its wholly
owned subsidiary Smart-Tek Automated Services, Inc., and its affiliated
businesses (hereinafter collectively referred to as the Company) and, Brian
Bonar.

19

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|Smart-tek Solutions Inc.                      
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|December 31, 2010                             
|                                              

6.          
  Common Stock, continued

Preferred Stock

There are no preferred shares issued or outstanding.

7.          
Related Party Transactions

Amounts due to officers and directors were $388,415 as of
December 31, 2010.

20

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibit Number
      Description31.1*
      CEO Section 302 Certification
        under Sarbanes-Oxley Act of 200231.2*
      CFO Section 302 Certification
        under Sarbanes-Oxley Act of 200232.1*
      CEO Section 906 Certifications
        under Sarbanes-Oxley Act of 200232.2*
      CFO Section 906 Certifications
        under Sarbanes-Oxley Act of 2002


*Filed herewith

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

SMART-TEK SOLUTIONS INC.

|By    | /x/ Brian Bonar                                                     | 
|----- | ------------------------------------------------------------------- | 
|      |                                                                     | 
|      | Brian Bonar                                                         | 
|      | Chief Executive
      Officer, Chief Financial Officer and Director | 
|      | (Principal Executive Officer,
      Principal Accounting Officer    | 
|      | and Principal Financial Officer)                                    | 
|      |                                                                     | 
|      |                                                                     | 
|      |                                                                     | 
|Date: | September 9, 2011                                                   | 



In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.



|      | /s/ Brian Bonar                                                     | 
|----- | ------------------------------------------------------------------- | 
|      |                                                                     | 
|      | Brian Bonar                                                         | 
|      | Chief Executive
      Officer, Chief Financial Officer and Director | 
|      | (Principal Executive Officer,
      Principal Accounting Officer    | 
|      | and Principal Financial Officer)                                    | 
|      |                                                                     | 
|Date: | September 9, 2011                                                   | 
|      |                                                                     | 
|      | /s/ Owen Naccarato                                                  | 
|      |                                                                     | 
|      | Owen Naccarato                                                      | 
|      | Director                                                            | 
|      |                                                                     | 
|Date: | September 9, 2011                                                   | 

21

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