UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-KT





(Mark one)


o
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





or


x
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from September 30, 2008 to December 31, 2008





Commission file number 333-135805





ALLEGIANT PROFESSIONAL BUSINESS SERVICES, INC.





(Exact name of registrant as specified in its charter)




Nevada

20-3336498State or other jurisdiction of incorporation or organization

(I.R.S. Employer Identification No.)11838 Bernardo Plaza Court, Suite 240, San Diego, CA

92128(Address of principal executive offices)

(Zip Code)


(858) 798-1644





Registrant’s telephone number, including area code


Title of each class

Name of each exchange on which registeredCommon stock, par value $0.001 per share

None





Securities registered pursuant to section 12(g) of the Act:





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




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





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.     o Yes       x No











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).    o Yes       x 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.





o Large accelerated filer                                                                       o Accelerated filer


o Non-accelerated filer                                                                         x Smaller reporting company


(Do not check if a smaller reporting company)





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).


o Yes           x No





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 was $950,672.





The number of shares outstanding of each of the Registrant’s classes of common stock, as of March 31, 2010 is 85,921,876 shares, all of one class, $.001 par value per share.








DOCUMENTS INCORPORATED BY REFERENCE





The following documents are herewith incorporated by reference: NONE








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TABLE OF CONTENTS








PART I





ITEM 1.
BUSINESS


ITEM 1A.
RISK FACTORS


ITEM 1B.
UNRESOLVED STAFF COMMENTS


ITEM 2.
PROPERTIES


ITEM 3.
LEGAL PROCEEDINGS


ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS





PART II





ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


ITEM 6.
SELECTED FINANCIAL DATA


ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


ITEM 9A.
CONTROLS AND PROCEDURES


ITEM 9B.
OTHER INFORMATION





PART III


ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


ITEM 11.
EXECUTIVE COMPENSATION


ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES





PART IV





ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES







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INTRODUCTORY COMMENTS





Special Note Regarding Forward Looking Statements





This Transition Report on Form 10-KT, including the following “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Such statements include, among others, those concerning our expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events.  You are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause actual results of the Company to differ materially from those anticipated, expressed or implied in the forward-looking statements.  The words “believe,” “expect,” “anticipate,” “project,” “targets,” “optimistic,” “intend,” “aim,” “will” or similar expressions are intended to identify forward-looking statements.  All statements other than statements of historical fact are statements that could be deemed forward-looking statements.  Risks and uncertainties that could cause actual results to differ materially from those anticipated include risks related to our limited operating history; Securities and Exchange Commission regulations which affect trading in the securities of “penny stocks;” potential conflicts of interest with our management team; and potential inability to locate a viable business combination candidate.





Readers are urged to carefully review and consider the various disclosures made by us in this Report and our other filings with the SEC.  These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects.  The forward-looking statements made in this Report speak only as of the date hereof and we disclaim any obligation to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.





Use of Terms





Except as otherwise indicated by the context, references in this report to (i) “we,” “us,” “our,” or the “Company,” are references to Allegiant Professional Business Services, Inc.; (ii) “U.S. dollar,” “$” and “US$” are to the legal currency of the United States; (iii) the “SEC” are to the United States Securities and Exchange Commission; (iv) the “Securities Act” are to the Securities Act of 1933, as amended; and (v) the “Exchange Act” are to the Securities Exchange Act of 1934, as amended.






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Item 1. Business.





Allegiant Professional Business Services, Inc. (“Allegiant”, the “Company”) provides temporary staffing and professional employer organization (“PEO”) services.  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.





Company History





Allegiant was originally incorporated in Delaware on November 14, 2006, as Focus Views, Inc. (“Focus Views”).  On December 3, 2007, Focus Views entered into a Plan of Reorganization with Tradeshow Products, Inc., a Nevada corporation (“Tradeshow”).  Pursuant to the Plan of Reorganization, all the issued and outstanding shares of Focus Views were exchanged for 78,900,000 shares of Tradeshow.  After the transaction was completed, Focus View’s shareholders owned approximately 78% of the outstanding shares of common stock of Tradeshow and the original shareholders of Tradeshow owned approximately 22% of the outstanding shares of common stock of Tradeshow, not including warrants.  The transaction was accounted for as a reverse merger (recapitalization) with Focus Views deemed to be the accounting acquirer and Tradeshow deemed to be the legal acquirer.  As such the consolidated financial statements herein reflect the historical activity of Focus Views since its inception, and the historical stockholders’ equity of Focus Views has been retroactively restated for the 78,900,000 shares of common stock received in the exchange as if issued at the beginning of the earliest period presented.  Upon the closing, Focus Views changed its name to Tradeshow, and on July 11, 2008, Tradeshow was renamed Allegiant Professional Business Services, Inc.





Liberty Consulting was owner of 4.5% of Focus Views prior to the reverse merger.  After the closing of the reverse merger, Tradeshow assigned to Liberty Consulting all of the outstanding stock, assets and liabilities of Focus Views.  At the time of the assignment, the only assets of Focus Views consisted of $119,092 payable to Liberty Consulting or affiliates of Liberty Consulting.  As Liberty Consulting assumed the loans due to it (or affiliates), with no consideration from the Company, in essence, Liberty Consulting forgave $119,092 it was owed by Focus Views.  Since Liberty Consulting was a shareholder in Focus Views, the Company accounted for the $119,092 debt forgiveness as a contribution to capital.





PEO Services





In certain circumstances, we become a co-employer of the client's existing workforce in a PEO contract and assume responsibility for some or all of the human resource management responsibilities, including payroll and payroll taxes, employee benefits, health insurance, workers' compensation coverage, workplace safety programs, compliance with federal and state employment laws, labor and workplace regulatory requirements, and related administrative responsibilities.





Prior to entering into a co-employer arrangement, we perform an analysis of the potential client's actual personnel and workers' compensation costs based on information provided. We recommend safety improvement procedures and equipment following a risk assessment. The potential client must agree to implement recommended changes as part of the co-employer arrangement.





Competition





The financial and human resources services business is highly competitive, with over 800 firms operating in the U.S. There are several staffing services firms that operate on a nationwide basis with revenues and resources far greater than ours, such as Manpower, Inc and Kelly Services, Inc; in addition, we compete with local and regional staffing firms for customers and employees. The competitive factors that dominate the industry include price and quality placements of employees in a timely manner. We price our services competitively, provide premier customer service and manage the placement process.






5





Some large PEO companies are owned by insurance carriers and some are public companies whose shares trade on Nasdaq, including Administaff, Inc., Team Staff, Inc., Barrett Business Services, Gevity HR, Inc. and Staff Leasing, Inc. Competition includes staffing firms, payroll processors and financial services firms. As workers compensation insurance is often the key element in a client's decision to engage a PEO, competition among PEOs is often on the availability of cost competitive insurance. Our competitive position is enhanced by having a high deductible workers compensation plan with an A rated carrier. Our


procedures to manage claims had resulted in a low claims loss experience in the last fiscal year.





The markets for our imaging products and services are also highly competitive and rapidly changing. Our ability to compete in our markets depends on a number of factors, including the success and timing of product and services introductions by us and our competitors, selling prices, performance, distribution, marketing ability, and customer support.





Workers’ Compensation Program





Workers' compensation is a principal service we provide. We, as employer of record, are responsible for applicable statutory compliance for workers' compensation coverage. Our risk management activities are closely related to our underwriting approach.





Insurance for Workers’ Compensation





We maintain reserves for workers' compensation claims which are made up of estimated claims and estimated expenses related to settle the claims.  These estimates are impacted by claims that have been reported but not settled and claims that have been incurred but not reported.  We 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.





Our excess workers' compensation insurance annual policy provided coverage for single occurrences exceeding $350,000 with an aggregate stop loss provision of $2,400,000. We were required to post a $2.7 million deposit with the carrier from which claims would be paid until all claims are settled.





Claims Management





Our workers' compensation expense is tied directly to the incidence and severity of workplace injuries. We attempt to contain workers' compensation costs through an aggressive claims management process. We employ a managed-care system to minimize medical costs and income loss costs by assigning injured workers, as provided for in certain service agreements with our clients, to short-term assignments which are safe for the injured worker. We utilize third party administrators (“TPAs”) for principal claims management expertise. Typical management procedures include performing thorough and prompt on-site investigations of claims filed by employees, working with physicians to encourage efficient medical management of cases, denying questionable claims and attempting to negotiate early settlements to eliminate future case development and costs.





Patents, Licenses and Trademarks





Not Applicable.





Royalty Agreements





Not Applicable.





Government Regulations





Not Applicable.






6





Research and Development Plan





Not Applicable.





Employees





We have 26 full time employees.





Unresolved Staff Conflicts





None.





Item 1A. Risk Factors





Not required.





Item 2. Properties.





The Company’s headquarters are located in San Diego, California. The Company leases under a non-cancelable operating lease approximately 1,875 square feet and the lease term is from January 1, 2009 through April 30, 2013. Monthly rent in 2009 will be $4,313, subject to customary rent escalations through the date of expiration.





The Company leases space in New York City, New York. The Company leases under a non-cancelable operating lease approximately 700 square feet of office space, and the lease term is from April 1, 2008 through May 31, 2010. Monthly rent in 2008 was $3,250, and is subject to customary rent escalations through the date of expiration.





The Company leases space in Anaheim, California. The Company leases was under a non-cancelable operating lease approximately 7,700 square feet of office space with lease expiring on December 7, 2010 and monthly rent of $6,930 in 2008.  However, the bank foreclosed on the property and we received notice around January 2010 that the lease was changed to a month to month lease.  As a result the Company has given notice to terminate the lease effective June 1, 2010.





Item 3. Legal Proceedings.





Neither the Company nor any of its subsidiaries is a party to any pending or threatened legal proceedings.





Item 4. Submission of Matters to a Vote of Security Holders.





On July 11, 2008, by written shareholder consent, it was approved to change the name of the Company from Tradeshow Products, Inc. to Allegiant Professional Business Services, Inc.  The name change became effective on October 2, 2008.  Concurrently the trading symbol was changed from “TSPD” to “APRO”.








PART II.





Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.





Our Common Stock is currently quoted on the OTC Pink Sheets under the symbol “APRO.”  There is a limited trading market for our Common Stock.  The following table sets forth the range of high and low bid quotations for each quarter within the last fiscal year.  These quotations as reported by the OTC Pink Sheets reflect inter-dealer prices without retail mark-up, mark-down, or commissions and may not necessarily represent actual transactions.






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High
LowYear ended September 30, 2007First quarter
$  0.00
$  0.00Second quarter
$  0.00
$  0.00Third quarter
$  0.00
$  0.00Fourth quarter
$  0.00
$  0.00Year ended September 30, 2008First quarter
$  1.40
$  0.95Second quarter
$  0.95
$  0.30Third quarter
$  0.38
$  0.10Fourth quarter
$  0.10
$  0.003Quarter ended December 31, 2008
$  0.04
$  0.009





Trades of our common stock are subject to Rule 15g-9 of the Securities and Exchange Commission, known as the Penny Stock Rule. This rule imposes requirements on broker/dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, brokers/dealers must make a special suitability determination for purchasers of the securities and receive the purchaser's written agreement to the transaction prior to sale. The Securities and Exchange Commission also has rules that regulate broker/dealer practices in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system. The Penny Stock Rules requires a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. These disclosure requirements have the effect of reducing the level of trading activity in the secondary market for our common stock. As a result of these rules, investors may find it difficult to sell their shares.





Holders





As of December 31, 2009, there were approximately 17 registered shareholders of our Common Stock with 85,921,876 shares issued and outstanding.





Dividends





We have never paid cash dividends and have no plans to do so in the foreseeable future. Our future dividend policy will be determined by our board of directors and will depend upon a number of factors, including our financial condition and performance, our cash needs and expansion plans, income tax consequences, and the restrictions that applicable laws, our current preferred stock instruments, and our future credit arrangements may then impose.





Transfer Agent and Registrar





APRO’s transfer agent is Standard Registrar & Transfer Company, Inc. located at 12528 South 1840 East, Draper, Utah 84020.








8





Securities Authorized for Issuance Under Equity Compensation Plans





Not applicable.





Recent Sales of Unregistered Securities; Uses of Proceeds from Registered Securities





Recent Sales of Unregistered Securities





On March 25, 2008, David Goldberg, the Company’s CEO, transferred 20,500,000 shares of the Company’s common stock owned by him to four consultants for services provided by the consultants to Allegiant.  The Company determined the transfer of shares represents a compensatory arrangement that is, in substance, a capital contribution of common share by Goldberg and then a share-based payment to the consultants for services rendered.  The Company determined the fair value of the shares to be $7,790,000 based on $0.38 per share, the closing price of the Company’s common stock on the date the shares were transferred.  A total of $7,790,000 was charged to consulting expense at the date the shares were transferred and credited to additional paid-in capital as a contribution by a shareholder.





On June 23, 2008, we issued 7,591,876 shares of common stock for consulting services to be performed by a corporation and an individual (“Consultants”) from June 20, 2008 through August 1, 2009. We recognized an expense of $759,188 for the year ended September 30, 2008 related to these services.  The agreement states that we will not allow or take any action which will reduce the absolute percentage of issued common shares owned by the Consultants.  We will replenish the Consultant’s holdings at a rate of 3.75% of any future stock issuances.





On September 10, 2008, the Company issued 30,000,000 shares of its common stock for services provided by certain officers and directors. The shares were fully vested when granted, non forfeitable, and valued at $0.005 per share, the closing price of the Company’s common stock on the date shares were granted.  A total of $150,000 was charged to compensation expense at the grant date.





Also on September 10, 2008, in accordance with the agreements entered into on June 23, 2008 with two consultants, the Company recorded 7.5% of the 30,000,000 shares issued to officers and directors, or 2,250,000 shares, as common stock to be issued to the consultants.  The shares were fully vested when granted, non forfeitable, and valued at $0.005 per share, the closing price of the Company’s common stock on the date shares were granted.  A total of $11,250 was charged to consulting expense at the grant date.





Use of Proceeds from Registered Securities





Not applicable.





Item 6. Selected Financial Data.





Not required.





Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.





Certain statements in this transition report on Form 10-KT that are not historical in fact constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA). The PSLRA provides certain “safe harbor” provisions for forward-looking statements. All forward-looking statements made in this transition report on Form 10-KT are made pursuant to the PSLRA. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors based on the Company’s estimates and expectations concerning future events that may cause the actual results of the Company to be materially different from historical results or from any results expressed or implied by such forward-looking statements. These risks and uncertainties, as well as the Company’s critical accounting policies, are discussed in more detail under “Management’s Discussion and Analysis—Critical Accounting Policies” and in periodic filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.






9





You should read the following discussion of our financial condition and results of operations together with the audited financial statements and the notes to the audited financial statements included in this transition report. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements.





Executive Level Overview





Allegiant Professional Business Services, Inc., (formerly Tradeshow Services Inc.) (Pinksheet symbol: APRO) ("APRO" or the "Company") was incorporated August 4, 2005 under the laws of the State of Nevada. The Company's principal executive offices are located at 11838 Bernardo Plaza Court, Suite 240, San Diego, CA  92128. The Company's main phone number is (858) 798-1644.





Business Environment





We provide professional employer organization outsourcing (PEO) and human resources services to small and medium-size businesses. These services allow our customers to outsource many human resources tasks, including payroll processing, workers' compensation insurance, employee benefits administration, risk management and human resource administration. These services relieve existing and potential customers of the burdens associated with personnel management and control.





As a human resource department and strategic business partner for our clients, our service offerings allow our clients to:





·
comply with ever evolving complex employment related regulatory and tax issues;


·
increase productivity by improving employee satisfaction and retention;


·
reduce payroll expenses with lower workers' compensation costs; and


·
focus on core business activities instead of human resource matters.





Our main business, a co-employment or PEO contract arrangement, we become a co-employer of the client's existing workforce and assume some or all of the client's human resource management responsibilities.





Our business continues to experience some liquidity problems. Accordingly, year-to-year comparisons may be of limited usefulness as our business continues to seek growth.





Our current strategy is to expand our service business, including staff leasing, PEO services, and value added products and services to small and medium-size businesses.





To successfully execute our current strategy, we will need to improve our working capital position. The report of our independent auditors accompanying our December 31, 2008 financial statements included elsewhere in this Form 10K includes an explanatory paragraph indicating there is a substantial doubt about our ability to continue as a going concern, due primarily to a working capital deficiency and negative net worth. In addition, we are delinquent in our filing of payroll tax returns for certain of our PEO divisions and are delinquent in the payment of payroll tax withholdings. We plan to overcome the circumstances that impact our ability to remain a going concern through a combination of achieving profitability and renegotiating existing obligations. In addition, we continue to work with the Internal Revenue Service and State taxing Authorities to reconcile and resolve all open accounts and issues.





There can be no assurance that we will be able to complete any additional debt or equity financings on favorable terms or at all, or that any such financings, if completed, will be adequate to meet our capital requirements. Any equity or debt financings could result in substantial dilution to our shareholders. If adequate funds are not available, we may be required to delay, reduce or eliminate some or all of our planned activities, including any potential mergers or acquisitions. Our inability to fund our capital requirements would have a material adverse effect on the Company.






10





Market Overview





The burdens placed on small and medium-sized employers by the complex legal and regulatory issues related to human resources management caused our industry segment to grow beginning in the 1980's. While various service providers have been available to assist these businesses with specific tasks, companies like ours emerged as providers of a more comprehensive range of services relating to the employer/employee relationship. We assume broad aspects of the employer/employee relationship for our clients. Because we provide employee-related services to a large number of employees, we provide economies of scale that provide our clients employment-related functions more efficiently, provide a greater variety of employee benefits, and devote more attention to human resources management.





We believe that the demand for our services is driven by (1) the trend by small and medium-sized businesses toward outsourcing management tasks outside of core competencies; (2) the difficulty of providing competitive health care and related benefits to attract and retain employees; (3) the increasing costs of health and workers' compensation insurance coverage and workplace safety programs; and (4) complex regulation of labor and employment issues and the related costs of compliance.





Critical Accounting Estimates





Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We regularly review estimates and assumptions, which are based upon historical experience, as well as current economic conditions and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of certain assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions.





We believe that the following critical accounting policies are affected by significant judgments and estimates used in the preparation of its consolidated financial statements.





Revenue Recognition





Revenues are comprised of the Company’s charges to clients for workers’ compensation insurance, administrative, and service fees based on periodic payrolls processed.  The Company recognizes revenues when each periodic payroll is delivered to the client. Revenues are reported in accordance with authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) for reporting revenues gross when acting as a principal versus net as an agent.  The Company records revenue on a net basis and does not include the gross payroll of its client company employees in its revenues.





Insurance Reserves





We maintain reserves for workers' compensation claims which are made up of estimated claims and estimated expenses related to settle the claims.  These estimates are impacted by claims that have been reported but not settled and claims that have been incurred but not reported.  We 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.  Since there are many estimates and assumptions involved in recording insurance reserves, differences between actual future events and prior estimates and assumptions could result in adjustments to these reserves.






11





Stock-Based Compensation





The Company periodically issues stock options and warrants to employees and non-employees in capital raising transactions, for services and for financing costs.  Stock-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service period.  Options vest and expire according to terms established at the grant date.





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.





In January 2010, the FASB issued guidance 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.





PLAN OF OPERATION





Operating Strategy





Sales





Our selling premise is that the aggregate cost providing human resources support in-house or purchasing separate services from multiple vendors is greater than the cost of purchasing from one independent source. We believe that we offer cost savings and managerial efficiencies to clients. Companies with multiple vendors often fail to realize the benefits and economies of scale of having a single, integrated source of human resource services.





We provide a broad range of human resource management tools and related financial services that meet critical personnel needs. Our solutions allow clients to maximize the value realized from integrating human resource needs by establishing a partnership with a single vendor.








12





Expand Region and Branch Office Operations





Our strategy is to increase penetration of our existing markets by enhancing our reputation and increasing brand awareness in the regions and cities in which we operate. We believe that there is substantial opportunity to further penetrate these territories by the effective use of insurance broker networks, referrals, and marketing efforts within the local business community.





Increase Value-added Products and Services





We believe that our partnership philosophy provides us with the opportunity to expand our staffing services and add on services. We will be able to continue our base level of service fees per client employee and to increase our business through products and programs such as employee benefits, which are expected to provide incremental profits and to improve client retention.





Information Systems





We have invested in new payroll processing systems, financial information systems and related process management systems during this past year. We intend to add a comprehensive human resource management system during the next year. The combinations of these efforts are expected to provide us with a scalable platform to enable efficient growth. The systems will allow our customer service and human resource personnel to increase productivity while maintaining high levels of quality service.








RESULTS OF OPERATIONS





The Three Month Period Ended December 31, 2008 Compared to the Three Month Period Ended December 31, 2007





Revenue





Our principal source of revenue is from professional employer organization fees.  Additionally, the Company charges fees for benefits and payroll administration, workers’ compensation insurance programs, and personnel records management. Management will continue to pursue new opportunities for providing services under these programs.





On February 28, 2008, we entered into a temporary service agreement with Empower, a New Jersey company, to provide payroll and other related services.  Revenue from this business during the three month period ended December 31, 2008 was $772,574.  Various other PEO clients account for $390,264 in revenue for an aggregate revenue of $1,162,838 for the three month period ended December 31, 2008.





Cost of Revenue





Cost of revenue for the three month period ended December 31, 2008 was $1,500,484, which represents 129.0% of net revenue.  This represented workers compensation expense and workers compensation claim expense for the period ending December 31, 2008.





Gross Margin





The gross margin for the three month period ended December 31, 2008 was $(337,646) or (29.0%) of net revenue.





Operating Expenses





Operating expenses during the three months ending December 31, 2008 was $1,053,420, or 90.6% of revenue. Operating expenses consisted primarily of the following:  1) Salaries and wages of $292,831, 2) commission expense of $80,644, bad debt expense of $414,730 and general and administrative expenses of $265,215.   The bad debt expense was a result of several clients’ business failing.   General and Administrative of $265,215 mainly consists of $$44,447 in accounting fees, $67,840 group insurance expense, $41,000 in postage and delivery, $13,152 in legal, $21,724 in professional fees, $13,851 in office expenses, $7,300 in consulting and $55,901 in other G&A expenses.






13





Three months ending:

12/31/2008


12/31/2007

(unaudited)


$ VAR


% VARSalaries and wages

$
292,831


$
-


$
-292,831



-100.0
%Commissions


80,644



-



-80,644



-100.0
%Bad Debt Expense


414,730



-



-414,730



-100.0
%General and Administrative


265,215



51,091



-214,124



-419.1
%Total Expenses

$
1,053,420


$
51,091


$
-1,002,329



-1961.9
%





Interest and Financing Costs





We incurred interest expense during the three months ending December 31, 2008 in the amount of $167,433 or 14.4% of net revenue. Interest costs arose primarily from interest incurred on our workers’ compensation premium financing note in the amount of $16,726, and $150,707 in interest on delinquent payroll taxes.





We are late in our filing of payroll tax returns for certain of our PEO divisions and are delinquent in the payment of payroll tax withholdings. We continue to work with the Internal Revenue Service and State taxing Authorities to reconcile and resolve all open accounts and issues. Penalties are calculated at 15% of the outstanding payroll tax liability for the three month period ending December 31, 2008, and the accrued interest has been calculated at 5% to 7% of the outstanding payroll tax liability for the three month period ending December 31, 2008.





The workers’ compensation premium financing note incurs interest at an effective rate of 7.99% per annum.





Net Loss





Our net loss of $1,588,499, or (134.0%) of net revenue, during the three month period ending December 31, 2008 as compared to $51,091 during the three month period ending December 31, 2007 represents an increase of $1,507,408 (2950.4%) in net loss. The December 2007 loss arose as a result of the change in the business upon completion of the Reverse Merger, as discussed throughout the footnotes to our accompanying consolidated financial statements. Prior to the Reverse Merger, Allegiant (formerly Focus Views) had a very limited operating history. After the completion of the Reverse Merger transaction, we acquired new business contracts and engaged in our core business of financial and human resource services. Our net loss for the three month period ending December 31, 2007 and December 31, 2008 resulted primarily from significant operating expenses.








14




Year Ended September 30, 2008 Compared to September 30, 2007





Revenue





Our principle source of revenue is from professional employer organization fees.  Additionally, the Company charges fees for benefits and payroll administration, workers’ compensation insurance programs, and personnel records management. Management will continue to pursue new opportunities for providing services under these programs.





On February 28, 2008, we entered into a temporary service agreement with Empower, a New Jersey company, to provide payroll and other related services.  Revenue from this business during the year ended September 30, 2008 was $1,345,939.  Various other PEO clients account for $1,561,168 in revenue.





Cost of Revenue





Cost of revenue for the year ended September 30, 2008 was $2,960,064, which represents 99.5% of net revenue.  This represented workers compensation expense and workers compensation claim expense for the period ending Sept ember 30, 2008.





Gross Margin





The gross margin for the period ended September 30, 2008 was $14,608 or 0.49% of net revenue.





Operating Expenses





Operating expenses during the year ended September 30, 2008 was $11,594,801, or 389.8% of revenue. Operating expenses consisted primarily of general and administrative expenses. The most significant operating expenses during the year ended September 30, 2008 included share based consulting expenses in the amount of $8,660,439, shares and warrants issued to officers and directors of $234,964, bad debt expense of $406,772, wages, salaries and related expenses of $685,672, accounting fees of $94,520, legal fees of $34,045, rent and lease expenses of $101,856, PEO related expenses of $553,945, delinquent payroll tax penalty of $375,490, and other expenses of $447,098.  Consulting expenses included 7,691,876 shares of our common stock issued to outside consultants, valued at $870,439, and 20,500,000 shares were assigned to various entities valued at $7,790,000.  30,000,000 shares of our common stock, valued at $150,000 and 17,000,000 warrants valued at $84,989 were issued to directors for services.  Starting in 2010 it is anticipated that consulting expenses will be reduced significantly.





Nine months ending9/30/2008


Twelve months ending9/30/2007


$ VAR


% VAROperating expenses

$
553,945


$
-


$
-553,945



-100.0
%Fair value of shares contributed for services


7,790,000



-



-7,790,000



-100.0
%Fair value of shares issued for services


870,439



-



-870,439



-100.0
%Fair value of shares issued to officers/directors


150,000



-



-150,000



-100.0
%Fair value of warrants issued to officers/directors


84,989



-



-84,989



-100.0
%Amortization of acquired customer list


96,753



-



-96,753



-100.0
%General and Administrative


2,048,675



178,522



-1,870,153



-91.3
%Total Expenses

$
11,594,801


$
178,522


$
11,416,279



-6,394
%







15




Interest and Financing Costs





We incurred interest expense during the year ended September 30, 2008 in the amount of $393,161or 13.2% of net revenue. Interest costs arose primarily from interest incurred on our workers’ compensation premium financing note in the amount of $196,862, and $196,289 in interest on delinquent payroll taxes.





We are late in our filing of payroll tax returns for certain of our PEO divisions and are delinquent in the payment of payroll tax withholdings. We continue to work with the Internal Revenue Service and State taxing Authorities to reconcile and resolve all open accounts and issues. Penalties were calculated at 15% of the outstanding payroll tax liability balance at September 30, 2008, and the accrued interest has been calculated at 5% to 7% of the outstanding payroll tax liability balance for the year ended September 30, 2008.





The workers’ compensation premium financing note incurs interest at an effective rate of 7.99% per annum.





Net Loss





Our net loss of $11,973.344, or (402.5%) of net revenue, during the year ended September 30, 2008 as compared to $178,522 during the nine month period January 1, 2007 to September 30, 2007 represents an increase of $11,794,822 (6,606.9%) in net loss. The September 2007 loss arose as a result of the change in the business upon completion of the Reverse Merger, as discussed throughout the footnotes to our accompanying consolidated financial statements. Prior to the Reverse Merger, Focus Views had a very limited operating history. After the completion of the Reverse Merger transaction, we acquired new business contracts and engaged in our core business of financial and human resource services. Our net loss for the year ended September 30, 2008 resulted primarily from significant operating expenses.








LIQUIDITY AND CAPITAL RESOURCES





Cash Flows





The following table sets forth a summary of our cash flows for the three month period ending December 31, 2008:





Three month period ending December 31,2008


2007(unaudited)Net cash provided in operating activities

$
1,159,247


$
23,846Net cash provided (used) in investing activities


229,900



(109,552
)Net cash provided (used) in financing activities


(1,372,015
)


65,101Cash and cash equivalents at the end of the period

$
35,472


$
1,707





As reflected in the accompanying financial statements, we have losses from operations, negative cash flows from operations, a substantial stockholders’ deficit and current liabilities exceed current assets. We may thus not be able to continue as a going concern and fund cash requirements for operations through the next 12 months with current cash reserves.





In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheets is dependent upon our continued operations, which, in turn, is dependent upon our ability to continue to raise capital and ultimately generate positive cash flows from operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should we be unable to continue in existence.






16





We are financing our operations primarily from cash received from operations and from the assignment of accounts receivable and premium loans.





Cash provided in operating activities during the three month period ended December 31, 2008 amounted to $1,159,247 which primarily consisted of the following: 1) decrease in accounts receivable of $158,037, 2) decrease in prepaid workers compensation of $543,664, 3) increase in accrued delinquent payroll taxes of $1,052,123, 4) accrued interest and penalty on delinquent payroll taxes of $321,707, 5) increase in workers compensation reserve of $812,404 offset by 1) the net loss for the three month period ending 12-31-2008 of $1,558,499, 2) increase in equipment of $4,413, and 3) an increase in accounts payable of $166,046.





Workers compensation claims reserve


During the three month period ending December 31, 2008, there were no individual claims incurred estimated to be in excess of $350,000.


Insurance reserves have been recorded based on the Company’s estimates of the anticipated ultimate costs to settle all claims, both reported and incurred-but-not-reported (IBNR).  Workers compensation insurance may include ongoing healthcare and indemnity coverage whereby claims may be paid for many months following the date of injury. Accordingly, the accrual of related incurred costs in each reporting period includes estimates, which take into account the ongoing development of claims and therefore requires a significant level of judgment.  Since there are many estimates and assumptions involved in recording insurance reserves, differences between actual future events and prior estimates and assumptions could result in adjustments to these reserves.


The following table is a summary of the Company’s workers’ compensation claims reserve for the year ended December 31, 2008:





Balance, January 1, 2008

$
-Claims incurred


2,152,073Claims paid


(229,254
)Balance, December 31, 2008

$
1,922,819




Cash provided in investing activities during the three month period ending December 31, 2008 consisted of cash acquired in from related parties amounting to $229,900.





Cash used from financing activities of $1,372,015 during the three month period ending December 31, 2008 consisted primarily of payments made on a note payable of $1,516,431 offset by and the premium deposit with the workers compensation insurance company of $144,416.





Claims reserves on deposit with insurance company





The Company is self-insured for claims up to the $350,000 deductible per claim, up to the aggregate of $2,790,138 during the policy year, and was required to deposit $2,790,138 in cash with the carrier as collateral for its workers' compensation program.The following is a summary of the Company’s deposit with the insurance company for the year ended December 31, 2008:





Balance, October 1, 2007

$
-Addition to reserve fund


2,790,138Claims paid


(229,254
)Balance, December 31, 2008

$
2,560,884







17





We have no material commitments for capital expenditures. However, our cash and cash equivalents are limited. In the short term, we will require additional sources of revenue over the next twelve months in order to maintain our current level of operations.  If we are unable to find additional business, we will be forced to either substantially scale back our business operations or curtail our business operations entirely. Our capital requirements depend on numerous factors, including market acceptance of our services. The report of our independent auditors accompanying our December 31, 2008 consolidated financial statements includes an explanatory paragraph indicating there is substantial doubt as to our ability to continue as a going concern, due primarily to our working capital deficit and significant accumulated deficit.





Workers Compensation Claims Reserves





As of December 31, 2008 and 2007, we had $1,922,819 and $0, respectively, for these claims in workers’ compensation claims reserve in the accompanying consolidated balance sheets. Workers’ compensation claims expense in the consolidated statements of operations was $144,416 and $0 for the three month period ending December 31, 2008 and 2007, respectively, and are recognized in general and administrative expenses.





APRO’S future capital requirements will depend on numerous factors, including the profitability of our growth and our ability to control costs. We believe that the combination of an increase in revenue plus a decrease in operational costs should cover most of our operational cash requirements.  However in the likelihood that the required cash flow does not materialize, we will be seeking either equity or debt financing from new investors to cover any cash needs and shortfall.  New investors could cause substantial dilution to existing stockholders.





Contractual Obligations





At December 31, 2008, our significant contractual obligations were as follows:





Payments due by PeriodThree Months

Ending

December 2009

One to

Three Years


Three to

Five Years


More than

Five Years


TotalOperating lease obligation

$
41,000


$
154,412


$
69,008


$
0


$
264,420Total

$
41,000


$
154,412


$
69,008


$
0


$
264,420





Off-Balance Sheet Arrangements





We do not maintain any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that would be expected to have a material current or future effect upon our financial condition or results of operations.





Other information





On December 31, 2007, the Company entered into an agreement with Clearpoint Resources Inc, (“CPR”) a Delaware company to acquire it’s subsidiary Mercer Ventures, Inc (“MVI”).  The contract called for CRP to assign all its issued stock in MVI to the Company is exchange for a perpetual commission on revenues received from certain clients transferred to the Company.   CRP did not perform on the deliverables such as the client base and therefore this agreement was never consummated and as a result the Company terminated the agreement.  While waiting for the due diligence to be completed, Allegiant did transact some business using the DBA Mercer Ventures.







18





Item 7A. Quantitative and Qualitative Disclosures About Market Risk





Not required.





Item 8. Financial Statements and Supplementary Data





The Company's Consolidated Financial Statements are attached hereto beginning at page F-1.





Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure





None.





Item 9A.  Controls and Procedures.





Evaluation of Disclosure Controls and Procedures





The Company’s Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2008. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2008, the Company’s disclosure controls and procedures were ineffective. The Company concluded that its disclosure controls were ineffective due to the material weaknesses in its internal controls described below. This conclusion by the Company’s Chief Executive Officer and Chief Financial Officer does not relate to reporting periods after December 31, 2008.





Management's Report on Internal Control over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act.  Internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States (“US GAAP”), including those policies and procedures that:





•
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;•
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the company; and


•
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.





Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of our internal control over financial reporting as of December 31, 2008.  In making this assessment, our management used the criteria described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Due to the inherent issue of segregation of duties in a small company, management has relied heavily on entity or management review controls to lessen the issue of segregation of duties.  Based on this assessment and those criteria, our management concluded that our internal control over financial reporting as of December  31, 2008 was ineffective, due to the identified material weaknesses noted below.






19





A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.  Our management identified the following material weaknesses as of December 31, 2008:





1.  Accounting and Finance Personnel Weaknesses – We do not have adequate accounting technical resources to ensure timely and accurate accounting and financial reporting.  Our current accounting staff is relatively small and we do not have the required infrastructure of meeting the higher demands of being a U.S. public company. Due to the size of our accounting staff, we have limitations in the segregation of duties.





2.  Lack of Supervision – There is a lack of independent supervisory review of accounting transactions, including the recording of general ledger journal entries, month end account reconciliations, and preparation of financial reports.





3.  We do not have personnel with sufficient financial expertise in the capacity of CFO.  Our limited operations and business practices include complex technical accounting issues that require significant accounting and SEC reporting expertise.





4.  We do not have a comprehensive and formalized accounting system or accounting procedures manual. We identified certain material weaknesses relating to our internal controls and procedures within the areas of document control, account analysis, account reconciliations, accounting for revenue transactions, and accounting for equity transactions.  Some of these internal control deficiencies also constitute deficiencies in our disclosure controls.





In order to mitigate these material weaknesses to the fullest extent possible, all financial transactions and reports are reviewed by an outside accounting firm that is not our audit firm. All unexpected results are investigated.  At any time, if it appears that any control can be implemented to continue to mitigate such weaknesses, it will be immediately implemented.





Any changes that materially affect, or is reasonably likely to materially affect, the Company’s internal control over financial reporting will be reported in the Company’s quarterly report for the period in which such change occurs (or annual report, if the change occurs in the fourth quarter).





This transition report does not include an attestation report of the Company’s registered accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission.





Changes in Internal Control over Financial Reporting





There have been no significant changes in our internal controls over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act) during the transitional period ended December 31, 2008 and the fiscal year ended September 30, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





Item 9B. Other Information





None.








20





PART III.





Item 10. Directors, Executive Officers and Corporate Governance.





Effective April 1, 2008, we entered into a service agreement with Employment Systems Inc. (“ESI”), a subsidiary of Warning Management Services, Inc. (“WNMI”).  The agreement transferred certain ESI client contracts to us in consideration of an ongoing payment of 4% of the gross payroll each month for only as long as the clients remain with Seller. Brian Bonar, a Director of the Company is also a Director of WNMI, and John Capezzuto, the Secretary Protem and a Company Director is also the CEO of WNMI.








Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act





The Company has three directors and one executive officer, and their ages and positions with the Company as of December 31, 2008 are as follows:





Name
Age
Position
SinceDavid Goldberg
46

CEO and Director
June 2000Brian Bonar
61

Director
March 2008John Capezzuto
62

Director
March 2008





Chairman and CEO – David Goldberg





Mr. Goldberg has fifteen years of sales and marketing experience in the real estate and property management industries.  From May 1996 to May 2000, Mr. Goldberg was property manager and leasing agent of Camco Inc. In such capacity he managed and directed all operations of the one million square foot of retail industrial portfolio. He also oversaw management of the various residential communities and ran the daily operations of the business. From August 1995 to May 2000 he was the principal owner of Gold's Gym Fitness & Health Center in Middletown, New York. Mr. Goldberg holds a degree in Business Administration from the State University of New York.





Director – Brian Bonar





He has served as a Chairman and Chief Executive Officer of Dalrada Financial Corporation (formerly Imaging Technologies Corporation) since 1995. From 1992 through 1994, Mr. Bonar served in various executive positions for Dalrada. Mr. Bonar has served since April 1998 as a CFO of Imaging Technologies, San Diego, California, a software and hardware company. Mr. Bonar and has been a Director since 1992 and recently became Chairman of the Board. From 1991 to 1992, Mr. Bonar was Vice President of Worldwide Sales and Marketing for Bezier Systems, Inc., a San Jose, California-based manufacturer and marketer of laser printers. From 1990 to 1991, he was a Worldwide Sales Manager for Adaptec, Inc., a San Jose-based laser printer controller developer.  From 1988 to 1990, Mr. Bonar was Vice President of Sales and Marketing for Rastek Corporation, a laser printer controller developer located in Huntsville, Alabama. From 1984 to 1988, Mr. Bonar was employed as Executive Director of Engineering at QMS, Inc., an Alabama-based developer and manufacturer of high-performance color and monochrome printing solutions. Prior to these positions, Mr. Bonar was employed by IBM U.K. Ltd. for approximately 17 years.





Director – John Capezzuto





John Capezzuto is currently the CEO of the Marketing Connection, the CEO of Bayside Financial and the  Co-Executive Producer of the International Jazz Awards. From 2008-2009 Mr. Capezzuto served as COO of Allegiant Professional Business Services and currently remains as a director, secretary and consultant.  From 1982-2008, Mr. Capezzuto served as CEO of the Solvis Group, formally Quik Pix Inc, a publicly traded company and from 2004-2007, he also held executive level positions at Dalrada Financial Corp, also a publicly traded staffing and PEO firm. Additionally, Mr. Capezzuto also serves as CEO for the Marketing Connection, a company that creates events, graphics, street teams, photography, video, models and displays for events and trade shows for corporations and the entertainment industry and is also Co-Executive Producer of the International Jazz Awards. Jazz greats of the past, present and future will get what the music world acknowledges is due to them at the new International Jazz Awards.  Over the last twenty years he has been on the Board of Directors for corporations including Allegiant Professional Business Services, Warning Management Services Inc Employment Systems Inc, The Solvis Group, QPI, Exhibitronix Inc, Imaging Technologies, Modular Display Systems Inc, the Tabery Corporation, Delta Transport, the Mimetics Corporation, Bioprotec Inc, American Distributing Company and the Marketing Connection.







21





Committees of the Board





All proceedings of the three-member board of directors for the year ended December 31, 2008 were conducted by resolutions consented to in writing by a majority of directors and filed with the minutes of the proceedings. We currently do not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter.  Since there are only three directors, our board of directors does not believe that it is necessary to set up such committees because it believes that the functions of such committees are already being adequately performed by the board of directors and these committees would be the same three board members in any case.





We do not have any written policy or procedure requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.  A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our Chairman, David Goldberg at the address appearing on the first page.





Code of Ethics





On September 7, 2009, the Board of Directors of the Company adopted the Code of Ethics as follows.







Code Of Ethics











ALLEGIANT PROFESSIONAL BUSINESS SERVICES, INC.


POLICY STATEMENT


ON


BUSINESS ETHICS AND CONFLICTS OF INTERESTS





I. Introduction; Certificate of Compliance


This Policy Statement on Business Ethics and Conflicts of Interests is being issued to employees of Allegiant Professional Business Services, Inc. ("APRO" or the “Company") to confirm the Company's commitment to conduct business in an ethical manner and in full compliance with applicable law. It is the Company's expectation that our employees will read and become familiar with the principles expressed in this Policy Statement, and that those principles will be adhered to by all employees in the discharge of their responsibilities. Employees will be required from time to time to affirm their understanding of these principles and their agreement to adhere to them, by signing the Certificate of Compliance that appears at the end of this Policy Statement, and returning it to management.






22





II. Summary of Principles; Special Situations





APRO employees are expected to comply with all laws governing its operations, and to conduct business in accordance with the highest ethical standards. APRO asks the same high standard of conduct of its employees on or off its property. The following is a summary of principles which guide APRO's business practices under these policies. Although we believe that these principles will address almost every situation, it may be appropriate to consult with management even when a gift or other item falls within the guidelines. That might be the case when the kind of service provided to APRO by the outside party is particularly sensitive, or when a gift or entertainment item might be very unusual under the circumstances. In such cases, APRO requires that the employee either get advance approval from management, or, where advance approval is not practical, the employee should request approval to retain the item in question.





1. Employees shall not be involved in any activity, including personal investment, which is or gives the appearance of conflict of interest with the business of APRO. Outside business interests require the prior approval of APRO.


2. Employees dealing with contractors, carriers, suppliers, consultants, customers and other persons having business with the company, shall conduct such activities in the best interests of APRO, without favor or preference.





3. Gifts, hospitality (meals and the like), entertainment or anything of value, beyond commonly recognized limits, shall not be accepted by employees or their family members from any person who has business dealings with APRO. Gifts, hospitality andentertainment which, because of their nature or value, might reasonably be expected to influence the employee's independent judgment, are beyond acceptable limits. Such value will be measured by the usual standard of living of both the employee and the other person.





4. Under no circumstances may cash payments be made to customers. Other gifts, favors and entertainment extended to customers are to be limited in kind and value. The terms of a customer's employee gift policy will be honored by APRO without exception.





5. Employees in a subordinate/supervisory relationship are not to exchange favors or gifts which could, or appear, to give rise to an obligation. Employees may not use Company property as gifts for other employees.





6. The Company's property (supplies, personal computers, etc.) is to be used by employees only for the Company's business purposes. Company property may not be sold or otherwise disposed of, except in the ordinary course of business. All employees will be expected to properly account for all Company property for which they are responsible.





7. Employees shall not use APRO's proprietary information or trade secrets, other than as required by APRO.






23





8. APRO independently and unilaterally determines the prices and terms of sale of its products. Employees shall not make any agreement with a competitor affecting the prices, terms, or conditions of sale of APRO products in relation to those of a competitor. Employees shall not exchange information with respect to prices, cost, or other aspects of competition with any APRO competitor, or with any other person.





III. Financial Interests in Outside Businesses





1. A conflict of interest exists if an employee, or an immediate family member of an employee, has a significant financial interest in a competitor of APRO, or which has business dealings with APRO. A "significant financial interest" is one which is so substantial to the employee that it might appear to create a potential risk of interference with the employee's independent exercise of judgment in the best interest of APRO.





2. Before an employee or immediate family member acquires a financial interest (or if such person already has an interest) which appears to create a possible conflict of interest, the employee should promptly disclose the facts in writing to management, so that adetermination can be made as to whether a conflict of interest does exist. The employee will be expected to take whatever action is determined by APRO to be appropriate to resolve any conflict which it finds to exist.





IV. Other Involvement in Outside Businesses





1. A conflict of interest exists if an employee engages as a director, officer, employee, promoter or consultant in an outside business which (a) is a competitive business, or (b)has business dealings with APRO in which the employee participates or is able to exert influence, or (c) interferes with the employee's obligation to devote full time and attention to his or her job responsibilities, or (d) operates in a manner which reflects adversely upon APRO. A conflict of interest may also arise when an immediate family member is a director, officer, employee, or consultant with a company which is a competitive business, or which has business dealings with APRO in which the employee participates or is able to exert influence.





2. Before an employee or immediate family member becomes involved in an outside business (or if such person already is involved) which creates a possible conflict of interest, the employee should promptly disclose the facts in writing to management, so that a determination can be made as to whether a conflict of interest does exist. The employee will be expected to take whatever action is determined by APRO to resolve any conflict which it finds to exist.





V. Receipt of Employment-Related Gifts





A. General





1. No employee or immediate family member may accept from any person or company which has business dealings with APRO, gifts or gratuities (including favors,consideration, discounts, and the like, which are not generally available to all APRO employees) which go beyond common courtesies usually associated with accepted business practice.





2. In no event may a APRO employee accept in any one year from any person which has business dealings with APRO, a gift or series of gifts which the employee should reasonably believe has a value exceeding $300.





3. No employee may accept cash or cash equivalents (gift certificates, credits, etc.) of any amount from any person which has business dealings with APRO.





4. In those circumstances where the nature of the relationship with the third party is unusually sensitive or the gift in question seems extraordinary, the employee must either obtain advance approval from management, or, where advance approval is not practical, the employee must request approval to retain the item in question.






24





B. Entertainment





1. No employee or immediate family member may accept, from any person having business dealings with APRO, entertainment which goes beyond common courtesies usually associated with accepted business practice.





2. Employees may accept invitations to lunch, dinner, or other social events (ball games, concerts, etc.) as an expression of normal business courtesy, provided that they are not intended to induce special consideration or advantage.





3. In those circumstances where the nature of the relationship with the third party is unusually sensitive or the event in question seems extraordinary, the employee must obtain advance approval from management.





C. Gifts Between Employees





Employees in a subordinate/supervisory relationship are not to exchange favors or giftswhich could or appear to give rise to an obligation.








VI. Relationships With Customers





A. General





It is recognized that business practices and common courtesy sometimes require that gifts, favors, and entertainment be extended to present or prospective customers. These occasions are strictly limited and may not involve secret commissions, hidden gratuities, or payments to third parties who might have influence on such customers.





B. Gifts, Favors, and Entertainment





Gifts, favors, and entertainment may be extended to any customer or prospective customer, only if all of the following conditions are met:





1. They are not in violation of any applicable law.





2. They are not for the purpose of securing a preferential customer action, but rather are given as a courtesy for a courtesy received, or to build goodwill, much as one would do socially.





3. They are not in violation of generally accepted ethical standards.





4. They are of such limited value, and are in such form, that they cannot be construed as a bribe or payoff.





5. The customer has not advised that it has a policy against or otherwise limits receipt of gifts, favors, and entertainment by its employees and agents. Any such customer policy must be adhered to strictly.





6. Public disclosure of the facts surrounding them would not embarrass APRO or the customer in any way.








25





CERTIFICATE OF COMPLIANCE





I have read and understand the Allegiant Professional Business Services, Inc. Policy Statement on Business Ethics and Conflicts of Interests. This will confirm that I will adhere in all respects to the principles and rules contained in the Policy Statement. If I am in doubt about whether any given proposed conduct will be in compliance with such principles and rules, I will seek (and follow) guidance as required by the Policy Statement. I further confirm my understanding that any failure to comply with these principles and rules will subject me to disciplinary action, up to and including dismissal from employment with the Company.





I certify to the Company that I am not in violation of the Policy Statement, unless I have noted such violation in a signed Statement of Exceptions attached to this Certificate.











_______________________________


(Signature)





Name: ______________________


(Please Print)





Position _____________________





Location _____________________





Date ________________________





[  ] A Statement of Exceptions is attached.





[  ] No Statement of Exceptions is attached.








Audit Committee Financial Expert





Our board of directors has determined that we do not have a board member that qualifies as an "audit committee financial expert" as defined in Item 401(e) of Regulation S-B, nor do we have a board member that qualifies as "independent" as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the NASD Rules. We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because management believes that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted .





Section 16(a) Beneficial Ownership Compliance





Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company.  Officers, directors and greater than 10% shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.






26





To the Company’s knowledge, based solely on its review of the copies of such reports furnished to the company and written representations that no other reports were required during the transitional period ended December 31, 2008, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with.





Item 11. Executive Compensation.





The following table sets forth certain summary information regarding compensation paid by AllegiantProfessional Business Services, Inc.for services rendered during the three months ended December 31, 2008, twelve months ended September 30, 2008 and nine months ended September 30, 2007, respectively, to AllegiantProfessional Business Services, Inc.Chief Executive Officer and Chief Financial Officer during such period.








Summary Compensation Table





Executive Compensation:





SUMMARY COMPENSATION TABLEName and principal position
Year
Salary ($)
Bonus ($)
Stock Awards ($)
Option Awards ($)
Non-Equity Incentive Plan Compensation ($)
Nonqualified Deferred Compensation Earnings

($)
All Other Compensation ($)

Total

($)David Goldberg,

Chairman, CEO
Dec 2008
-
-
-
-
-
-
-

-Sept 2008
-
-
-
-
-
-
$79,997
(1)
$79,997Sept 2007
-
-
-
-
-
-
-

-Brian Bonar,

Director & President
Dec 2008
-
-
-
-
-
-
-
-
-Sept 2008
-
-
-
-
-
-
$79,997
(2)
$79,997Sept 2007
-
-
-
-
-
-
-

-John Capezzuto,

Director
Dec 2008
-
-
-
-
-
-
-

-Sept 2008
-
-
-
-
-
-
$74,998
(3)
$74,998Sept 2007
-
-
-
-
-
-
-

-







27





(1)
On September 10, 2008, the Company issued warrants to purchase 6,000,000 shares of its common stock for services, valued at $29,997. The warrants are immediately exercisable and expire ten years from the date of issuance. The exercise price for these warrants is $0.05 per common share. In addition the Company issued 30,000,000 shares of its common stock for past services, valued at $50,000.


(2)
On September 10, 2008, the Company issued warrants to purchase 6,000,000 shares of its common stock for services, valued at $29,997. The warrants are immediately exercisable and expire ten years from the date of issuance. The exercise price for these warrants is $0.05 per common share. In addition the Company issued 30,000,000 shares of its common stock for past services, valued at $50,000.


(3)
On September 10, 2008, the Company issued warrants to purchase 5,000,000 shares of its common stock for services, valued at $24,998. The warrants are immediately exercisable and expire ten years from the date of issuance. The exercise price for these warrants is $0.05 per common share. In addition the Company issued 30,000,000 shares of its common stock for past services, valued at $50,000.





Outstanding Equity Awards at Fiscal Year-end





The following table sets forth certain   summary   information   regarding outstanding equity awards for the three month transitional period of December 31, 2008 to the Company's Chief Executive Officer, Chief Strategy Officer and most highly paid executive officers during such period.








OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-ENDOPTION AWARDS
STOCK AWARDSName
Number of Securities Underlying Unexercised Options

(#)

Exercisable
Number of Securities Underlying Unexercised Options

(#)

Unexercisable
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options

(#)
Option Exercise Price

($)
Option Expiration Date
Number of Shares or Units of Stock That Have Not Vested

(#)
Market Value of Shares or Units of Stock That Have Not Vested

($)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested

(#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

(#)David Goldberg.
-
-
-
-
-
-
-
-
-Brian Bonar
-
-
-
-
-
-
-
-
-John Capezzuto
-
-
-
-
-
-
-
-
-





28




Compensation of Directors





DIRECTOR COMPENSATIONName
Fees Earned or Paid in Cash

($)
Stock Awards ($)
Option Awards ($)
Non-Equity Incentive

Plan Compensation

($)
Non-Qualified Deferred Compensation Earnings

($)
All

Other Compensation ($)

Total ($)David Goldberg
-
-
-
-
-
-
(1)
-Brian Bonar
-
-
-
-
-
-
(2)
-John Capezzuto
-
-
-
-
-
-
(3)
-





(1)
On September 10, 2008, the Company issued warrants to purchase 6,000,000 shares of its common stock for services, valued at $29,997. The warrants are immediately exercisable and expire ten years from the date of issuance. The exercise price for these warrants is $0.05 per common share. In addition the Company issued 30,000,000 shares of its common stock for past services, valued at $50,000.


(2)
On September 10, 2008, the Company issued warrants to purchase 6,000,000 shares of its common stock for services, valued at $29,997. The warrants are immediately exercisable and expire ten years from the date of issuance. The exercise price for these warrants is $0.05 per common share. In addition the Company issued 30,000,000 shares of its common stock for past services, valued at $50,000.


(3)
On September 10, 2008, the Company issued warrants to purchase 5,000,000 shares of its common stock for services, valued at $24,998. The warrants are immediately exercisable and expire ten years from the date of issuance. The exercise price for these warrants is $0.05 per common share. In addition the Company issued 30,000,000 shares of its common stock for past services, valued at $50,000.








Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.





The following table sets forth certain information known to the Company with respect to the beneficial ownership of the Company’s common stock as of the transitional period ending December 31, 2008 by (i) each person who is known by the Company to own beneficially more than 5% of the Company's common stock and (ii) APRO’s directors and executive officer, and (iii) all officers and directors of the Company as a group.





Shares beneficially owned  (1)Number of shares
Percentage of class (2)David Goldberg
10,000,000
11.6%Brian Bonar
10,000,000
11.6%John Capezzuto
10,000,000
11.6 %Officers and Directors as a group
30,000,000
34.8%






29





(1) Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of December 31, 2008 are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person.  Except as pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned.





(2)  Percentage based on 85,921,876 shares of common stock outstanding as of December 31, 2008.





Item 13. Certain Relationships and Related Transactions, and Director Independence.





None





Item 14. Principal Accounting Fees and Services.





The Company paid or accrued the following fees during the three months ended December 31, 2008 and 2007 to its independent certified public accountants, WEINBERG & COMPANY, P.A.





For the Three Months Ended

December 31,
For the Three Months Ended

December 31,2008
2007Audit Fees
$41,000
$20,043Audit-Related Fees
$
$Tax Fees
$
$All Other Fees
$
$Total Fees
$41,000
$20,043





Audit fees consist of aggregate fees billed for professional services rendered for the audit of the Company's annual financial statements and review of the interim financial statements included in quarterly reports or services that are normally provided by the independent auditor in connection with statutory and regulatory filings or engagements for the three months ended December 31, 2008 and 2007.





Audit related fees consist of aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under "Audit Fees." These fees include review of registration statements. Tax fees consist of aggregate fees billed for professional services for tax compliance, tax advice and tax planning.





All other fees consist of aggregate fees billed for products and services provided by the independent auditor, other than those disclosed above. These fees include services related to certain accounting research and assistance with a regulatory matter.





The Company's policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the audit committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. To the extent that additional services are necessary beyond those specifically budgeted for, the Board of Directors pre-approves such services on a case-by-case basis. All services provided by the independent auditors were approved by the Board of Directors.




30





PART IV.





Item 15. Exhibits and Financial Statement Schedules.





(a)(1) Financial Statements





The following is a list of the Financial Statements included in Item 8 of Part II of this Report.





PageReport of Independent Registered Public Accounting Firm


35Consolidated Balance Sheets as of December 31, 2008 and September 30, 2008


36Statements of Operations for the Three Months Ended December 31, 2008, for the Three Months Ended December 31, 2007 (unaudited), for the Year Ended September 30, 2008, and for the Period from January 1, 2007 to September 30, 2007


37Statements of Stockholders’ Deficiency for the Three Months Ended December 31, 2008  the Year Ended September 30, 2008, and for the Period from January 1, 2007 to September 30, 2007


38Statements of Cash Flows for the Three Months Ended December 31, 2008, for the Three Months Ended December 31, 2007 (unaudited), for the Year Ended September 30, 2008,  and for the Period from January 1, 2007 to September 30, 2007


39Notes to Financial Statements


40





(a)(2) Financial Statement Schedules





Schedules not included herein are omitted because they are inapplicable or not required or because the required information is given in the financial statements and notes thereto.





(b)





The exhibits required by this item and included in this report or incorporated herein by reference are as follows:





31.1
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
Certification of the Principle Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
Certification of Principle Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002






31





In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.








ALLEGIANT PROFESSIONAL SERVICES, INC.








By /s/ David Goldberg


David Goldberg


Chief Executive Officer




Pursuant to the requirements of the Securities Act of 1934, this Annual Report on Transitional Form 10-K has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.




/s/ David Goldberg

_________________________

David Goldberg

Chief Executive Officer

Chairman of the Board of Directors

June 16, 2010/s/ Brian Bonar

_________________________

Brian Bonar

Director

Principal Financial Officer

June 16, 2010/s/ John Capezzuto

_________________________

John Capezzuto

Director

June 16, 2010






32



















Allegiant Professional Business Services, Inc.,


and Subsidiary





Consolidated Financial Statements


for the Three Months Ended December 31, 2008,


For the Three Months Ended December 31, 2007 (Unaudited)


for the Year Ended September 30, 2008,


and the Period From January 1, 2007 to September 30, 2007








C  O  N  T  E  N  T  S








PageReport of Independent Registered Public Accounting Firm


F-2Consolidated Balance Sheets as of December 31, 2008 and September 30, 2008


F-3Statements of Operations for the Three Months Ended December 31, 2008, for the Three Months Ended December 31, 2007 (unaudited), for the Year Ended September 30, 2008, and for the Period from January 1, 2007 to September 30, 2007


F-4Statements of Stockholders’ Deficiency for the Three Months Ended December 31, 2008 for the Year Ended September 30, 2008, and for the Period from January 1, 2007 to September 30, 2007


F-5Statements of Cash Flows for the Three Months Ended December 31, 2008, for the Three Months Ended December 31, 2007 (unaudited), for the Year Ended September 30, 2008, and for the Period from January 1, 2007 to September 30, 2007


F-6Notes to Financial Statements


F-7








F-1





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Board of Directors and Shareholders of


Allegiant Professional Business Services, Inc.





We have audited the accompanying consolidated balance sheets of Allegiant Professional Business Services, Inc. and Subsidiary as of December 31, 2008 and September 30, 2008, and the related consolidated statements of operations, changes in stockholders’ deficiency, and cash flows for the three months ended December 31, 2008, for the year ended September 30, 2008, and for the nine months ended September 30, 2007.  These consolidated financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.





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





In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Allegiant Professional Business Services, Inc. and Subsidiary as of December 31, 2008 and September 30, 2008, and the results of their operations and their cash flows for the three months ended December 31, 2008, for the year ended September 30, 2008, and for the nine months ended September 30, 2007, in conformity with accounting principles generally accepted in the United States of America.





The accompanying consolidated financial statements have been prepared assuming Allegiant Professional Business Services, Inc. (formerly Tradeshow Products Inc.) and Subsidiary will continue as a going concern.  The Company has experienced recurring losses since inception and has a working capital and stockholders’ deficiency.  These conditions raise substantial doubt regarding the Company's ability to continue as a going concern.  Management's plans in regard to these matters are described in Note 1.  The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.





The Company is delinquent in filing payroll tax returns and is delinquent in the payment of payroll tax withholdings to the governmental agencies. We continue to work with the Internal Revenue Service and State taxing Authorities to reconcile and resolve all open accounts and issues.





WEINBERG & COMPANY, P.A.





Los Angeles, California


June 11, 2010




F-2




ALLEGIANT PROFESSIONAL BUSINESS SERVICES, INC. AND SUBSIDIARY


Consolidated Balance Sheets


As of December 31, 2008 and September 30, 2008


ASSETSDecember 31,


September 30,2008


2008Current assets:Cash and cash equivalents

$
35,472


$
18,340Accounts receivable


164,998



323,035Prepaid workers compensation


362,443



906,107Due from related parties


-



229,900Claims reserves on deposit with insurance company


2,560,884



2,705,300Total current assets


3,123,797



4,182,682Property and Equipment, net


4,143



-TOTAL ASSETS

$
3,127,940


$
4,182,682LIABILITIES AND STOCKHOLDERS' DEFICIENCYCurrent liabilities:Accounts payable and accrued liabilities

$
218,787


$
244,247Cash overdraft


-



140,586Accrued delinquent payroll taxes


3,555,372



2,503,249Accrued interest and penalties on delinquent payroll taxes


711,074



571,779Workers' compensation claims reserve


1,922,819



1,110,415Notes Payable


1,494,141



2,828,160Total current liabilities


7,902,193



7,398,436Stockholders' deficiency:Preferred stock: $ 0.001 par value; 5,000,000 shares authorized;no shares issued and outstanding


-



-Common stock; $0.001 par value; 980,000,000 sharesauthorized; 85,921,876 shares issued and outstanding at December 31, 2008 and September 30, 2008, respectively


85,922



85,922Common stock to be issued (2,250,000 shares, respectively)


11,250



11,250Additional paid-in capital


8,927,348



8,927,348Accumulated deficit


(13,798,773
)


(12,240,274
)Total stockholders' deficiency


(4,774,253
)


(3,215,754
)TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY

$
3,127,940


$
4,182,682





See accompanying notes to consolidated financial statements.





F-3





ALLEGIANT PROFESSIONAL BUSINESS SERVICES, INC. AND SUBSIDIARY


Consolidated Statements of Operations
 For the Three Months Ended Ended December 31, 2008,
 For the Three Months Ended Ended December 31, 2007,  (unaudited),
 For the Year Ended September 30, 2008,
 Nine Months Ended September 30, 2007


Three


Three


Year


Ninemonths ended


months ended


Ended


months endedDecember 31,


December 31,


September 30,


September 30,2008


2007


2008


2007(Unaudited)Revenues

$
1,162,838


$
-


$
2,974,672


$
-Cost of revenue-workers compensation expense


1,500,484



-



3,514,009



-Gross profit (loss)


(337,646
)


-



(539,337
)


-ExpensesSalary & Wages


292,831



-



653,535



-Commissions, related party


80,644



-



90,418



-General and Administrative


265,215



51,091



897,950



178,522Bad debt expense


414,730



-



406,772



-Fair value of shares contributed for services


-



-



7,790,000



-Fair value of shares issued for services


-



-



870,439



-Fair value of shares issued to officers/directors


-



-



150,000



-Fair value of warrants issued to officers/directors


-



-



84,989



-Amortization of acquired customer list


-



-



96,753



-Total expenses


1,053,420



51,091



11,040,856



178,522Loss from operations


(1,391,066
)


(51,091
)


(11,580,193
)


(178,522
)Other expenseInterest expense


167,433



-



393,151



-Net loss

$
(1,558,499
)

$
(51,091
)

$
(11,973,344
)

$
(178,522
)Loss per share - basic and diluted

$
(0.02
)

$
(0.00
)

$
(0.16
)

$
(0.00
)Weighted shares outstanding -Basic and diluted


85,921,876



78,900,000



73,024,474



78,900,000


F-4





ALLEGIANT PROFESSIONAL BUSINESS SERVICES, INC. AND SUBSIDIARY
 Consolidated Statements of Changes in Stockholders' Deficiency
 For the Three Months Ended December 31, 2008,
 For the Year Ended September 30, 2008,
 and Nine Months Ended September 30, 2007


Common


Additional





TotalCommon Stock


Stock to be


Paid-In


Accumulated


Stockholders'Shares


Amount


Issued


Capital


Deficit


DeficiencyBalance as of  January 1, 2007


78,900,000


$
-


$
-


$
10,000


$
(88,408
)

$
(78,408
)Net loss


-



-



-



-



(178,522
)


(178,522
)Balance as of  September 30, 2007


78,900,000



-



-



10,000



(266,930
)


(256,930
)Common stock issued in reverse merger


22,225,000



101,125



-



(101,125
)


-



-Fair value of shares issued for services


7,691,876



7,692



11,250



851,497



-



870,439Fair value of shares issued to officers/directors


30,000,000



30,000



-



120,000



-



150,000Fair value of warrants issued to officers/directors


-



-



-



84,989



-



84,989Fair value of shares contributed for services


-



-



-



7,790,000







7,790,000Extinguishment of payable to former shareholder


-



-



-



119,092



-



119,092Return of common stock


(52,895,000
)


(52,895
)


-



52,895



-



-Net loss


-



-



-



-



(11,973,344
)


(11,973,344
)Balance as of September 30, 2008


85,921,876



85,922



11,250



8,927,348



(12,240,274
)


(3,215,754
)Net loss


















(1,558,499
)


(1,558,499
)Balance as of December 31, 2008


85,921,876


$
85,922


$
11,250


$
8,927,348


$
(13,798,773
)

$
(4,774,253
)





See accompanying notes to consolidated financial statements.





F-5


ALLEGIANT PROFESSIONAL BUSINESS SERVICES, INC. AND SUBSIDIARY
 Consolidated Statements of Cash Flows
 For the Three Months Ended Ended December 31, 2008
 For the Three Months Ended Ended December 31, 2007 (unaduited)
 For the Year Ended September 30, 2008,
 and Nine Months Ended September 30, 2007
 Three

months ended

December

2008


Three

months ended

December

2007


Year Ended

September 30,

2008


Nine months

ended

September 30,

2007(Unaudited)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(1,558,499
)

$
(51,091
)

$
(11,973,344
)

$
(178,522
)Adjustment to reconcile net loss to net cash provided by operating activities:Amortization of acquired customer list


-



-



96,753



-Fair value of shares contributed for services


-



-



7,790,000



-Fair value of shares issued for services


-



-



870,439



-Fair value of shares issued to officers/directors


-



-



150,000



-Fair value of warrants issued to officers/directors


-



-



84,989



-Bad debt expense


414,730



-



-



-Change in operating assets and liabilities:


-



-







-Accounts receivable


(56,793
)


-



(323,035
)


-Prepaid workers compensation


543,664



-



(906,107
)


-Accounts payable and accrued liabilities


4,540



75,966



73,337



180,628Accrued delinquent payroll taxes


1,052,123



-



2,503,249



-Accrued interest and penalties on delinquent payroll taxes


139,295



-



571,779



-Workers' compensation claim reserve


812,404



-



1,110,415



-Accrued interst payableOther current asset


-



760



760



-Net cash provided by operating activities


1,351,464



25,635



49,235



2,106CASH FLOWS USED IN INVESTING ACTIVITIES:Purchase if equipment


(4,143
)


(1,789
)Due from former shareholder


-



(44,451
)


-



-Due to (from) related parties


-



-



(326,653
)


20,200Net cash provided by investing activities


(4,143
)


(46,240
)


(326,653
)


20,200CASH FLOWS FROM FINANCING ACTIVITIES:Cash overdraft


(140,586
)


-



140,586



-Proceeds from stock subscription receivable


-



-



10,000



-Proceeds from the issuance of note payable


-



-



4,473,221



-Claims reserves on deposit with insurance company


144,416



-



(2,705,300
)


-Payments on note payable


(1,334,019
)


-



(1,988,937
)


-Proceeds from loan payable, net






-



343,876



-Net cash provided by financing activities


(1,330,189
)


-



273,446



-NET INCREASE (DECREASE) IN CASH ANDCASH EQUIVALENTS


17,132



(20,605
)


(3,972
)


22,306CASH AND CASH EQUIVALENTS, Beginning of period


18,340



22,312



22,312



6CASH AND CASH EQUIVALENTS, End of period

$
35,472


$
1,707


$
18,340


$
22,312-



-



-Supplemental disclosure of cash flow informationIncome taxes paid

$
-


$
-


$
-


$
-Interest paid

$
-


$
-


$
159,440


$
-Supplemental non-cash investing and financing activitiesCommission payment applied to related party receivable

$
30,000


$
-


$
-


$
-Extinguishment of payable to former shareholder

$
-


$
-


$
119,092


$
-Forgiveness of accounts receivable in connection with acquisition of ESI

$
-


$
-


$
96,753


$
-
 
 See accompanying notes to consolidated financial statements


F-6





ALLEGIANT PROFESSIONAL BUSINESS SERVICES, INC. AND SUBSIDIARY


Notes to Financial Statements


December 31, 2008





Note 1 – Nature of Business





Organization





Allegiant Professional Business Services, Inc.  (“Allegiant”, the “Company”) provides temporary staffing and professional employer organization (“PEO”) services.  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.





Allegiant was originally incorporated in Delaware on November 14, 2006, as Focus Views, Inc. (“Focus Views”).  On December 3, 2007, Focus Views entered into a Plan of Reorganization with Tradeshow Products, Inc., a Nevada corporation (“Tradeshow”).  Pursuant to the Plan of Reorganization, all the issued and outstanding shares of Focus Views were exchanged for 78,900,000 shares of Tradeshow.  After the transaction was completed, Focus View’s shareholders owned approximately 78% of the outstanding shares of common stock of Tradeshow and the original shareholders of Tradeshow owned approximately 22% of the outstanding shares of common stock of Tradeshow, not including warrants.  The transaction was accounted for as a reverse merger (recapitalization) with Focus Views deemed to be the accounting acquirer and Tradeshow deemed to be the legal acquirer.  As such the consolidated financial statements herein reflect the historical activity of Focus Views since its inception, and the historical stockholders’ equity of Focus Views has been retroactively restated for the 78,900,000 shares of common stock received in the exchange as if issued at the beginning of the earliest period presented.  Upon the closing, Focus Views changed its name to Tradeshow, and on July 11, 2008, Tradeshow was renamed Allegiant Professional Business Services, Inc.





Liberty Consulting was owner of 4.5% of Focus Views prior to the reverse merger.  After the closing of the reverse merger, Tradeshow assigned to Liberty Consulting all of the outstanding stock, assets and liabilities of Focus Views.  At the time of the assignment, the only assets of Focus Views consisted of $119,092 payable to Liberty Consulting or affiliates of Liberty Consulting.  As Liberty Consulting assumed the loans due to it (or affiliates), with no consideration from the Company, in essence, Liberty Consulting forgave $119,092 it was owed by Focus Views.  Since Liberty Consulting was a shareholder in Focus Views, the Company accounted for the $119,092 debt forgiveness as a contribution to capital.





Going Concern





For the three month period ended December 31, 2008, the Company recorded a net loss of $1,558,499, and had an accumulated deficiency $13,798,773 and a working capital deficiency of $4,774,253 at December 31, 2008.  In addition, the Company is delinquent on $3,555,372 of payroll taxes.  These matters raise substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments that might result from this uncertainty.





The Company intends to attempt to raise additional capital and acquire profitable business contracts, but there can be no certainty that such efforts will be successful.  Management will continue to pursue new temporary staffing and professional employer organization (“PEO”) business, and continue to pursue opportunities for providing financial services, including benefits and payroll administration, workers’ compensation insurance programs, and personnel records management.





Note 2 - Summary of Significant Accounting Policies





Basis of presentation and consolidation





The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.






F-7





The consolidated financial statements include the accounts of the Company and its subsidiary Allegiant Professional Business Services.  Intercompany accounts and transactions have been eliminated in consolidation.





Use of Estimates





The preparation of the audited consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.





Revenue recognition





Revenues are comprised of the Company’s charges to clients for workers’ compensation insurance, administrative, and service fees based on periodic payrolls processed.  The Company recognizes revenues when each periodic payroll is delivered to the client. Revenues are reported in accordance with authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) for reporting revenues gross when acting as a principal versus net as an agent.  The Company does not include the gross payroll of its client company employees in its revenues.





Cash and cash 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, 2008 and September 30, 2008, 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.  During the three month period ending December 31, 2008, the Company increased the allowance by $214,828 and then wrote off the $214,828 of accounts receivable so that as of December 31, 2008, accounts receivable allowances was zero.  The Company had $164,998 accounts receivable at December 31, 2008 and $323,035 accounts receivable at September 30, 2008.





Workers compensation claims reserve





The Company maintains reserves for workers' compensation claims which are made up of estimated claims and estimated expenses related to settle the claims.  These estimates are impacted by claims that have been reported but not settled and claims that have been incurred but not reported.  The Company evaluates 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.





Income taxes





The Company accounts for income taxes in accordance with authoritative guidance issued by the FASB which requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years.  Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.  A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.






F-8





Stock-based compensation





The Company periodically issues stock options and warrants to employees and non-employees in capital raising transactions, for services and for financing costs.  Stock-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service period.  Options vest and expire according to terms established at the grant date.





Loss per Share





Basic loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding during the period.  The diluted earnings per share calculation give effect to all potentially dilutive common shares outstanding during the period using the treasury stock method for warrants and options and the if-converted method for convertible debentures.  Weighted average number of shares outstanding has been retroactively restated for the equivalent number of shares received by the accounting acquirer as a result of the Plan of Reorganization transaction as if these shares had been outstanding as of the beginning of the earliest period presented.  The 22,225,000 shares of common stock issued to the legal acquirer are included in the weighted average share calculation from December 31, 2007, the date of the exchange agreement.





As of the period ended December 31, 2008, common stock equivalents were composed of warrants convertible into 17,000,000 shares of the Company's common stock.  For the three month period ended December 31, 2008 and for the year ended September 30, 2008, the conversion of the warrants has been excluded from the calculation of dilutive earnings per share, as the effects of such conversion would be anti-dilutive.





Concentrations





For the three month period ended December 31, 2008, revenue from one customer represented 66% of total revenue.  At December 31, 2008, accounts receivable from three customers represented 40%, 14%, and 14%, respectively, of total accounts receivable.  There were no other customers with revenue or accounts receivable over 10% of total revenue or accounts receivable.





For the year ended September 30, 2008, revenue from four customers represented 45%, 17%, 11% and 10%, respectively, of total revenue.  At September 30, 2008, accounts receivable from three customers represented 33%, 24%, and 10%, respectively, of total accounts receivable.  There were no other customers with revenue or accounts receivable over 10% of total revenue or accounts receivable.





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 FASB, 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:






F-9





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, 2008 and September 30, 2008, the carrying amounts of financial instruments, including cash, accounts and other receivables, accounts payable and accrued liabilities, and notes payable 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.





In January 2010, the FASB issued guidance 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.





Note 3 – Workers’ Compensation Costs and Reserves





On February 28, 2008, the Company obtained a workers’ compensation policy effective from February 28, 2008 to February 28, 2009.  The total policy premium was $2,670,918. The Company amortizes the premium over the policy term and for the three month period ended December 31, 2008, total expense related to the premium was $543,664.  In addition, for the three month period December 31, 2008, the Company recorded $144,416 expense for claims incurred.





The total expense related to the premium for the year ended September 30, 2008 was $1,764,811.  In addition, for the year ended September 30, 2008, the Company recorded a $1,195,253 expense for claims incurred.








F-10





Claims reserves on deposit with insurance company





The Company is self-insured for claims up to the $350,000 deductible per claim, up to the aggregate of $2,790,138 during the policy year, and was required to deposit $2,790,138 cash with the carrier as collateral for its workers' compensation program.  The following is a summary of the Company’s deposit with the insurance company for the three month period ended December 31, 2008 and the year ended September 30, 2008:





Balance, October 1, 2007

$
-Addition to reserve fund


2,790,138Claims paid


(84,838
)Balance, September 30, 2008


2,705,300Claims paid


(144,416
)Balance, December 31, 2008

$
2,560,884


Workers compensation claims reserve


During the three month period ended December 31, 2008 and the year ended September 30, 2008, there were no individual claims incurred estimated to be in excess of $350,000.


Insurance reserves have been recorded based on the Company’s estimates of the anticipated ultimate costs to settle all claims, both reported and incurred-but-not-reported (IBNR).  Workers compensation insurance may include ongoing healthcare and indemnity coverage whereby claims may be paid for many months following the date of injury. Accordingly, the accrual of related incurred costs in each reporting period includes estimates, which take into account the ongoing development of claims and therefore requires a significant level of judgment.  Since there are many estimates and assumptions involved in recording insurance reserves, differences between actual future events and prior estimates and assumptions could result in adjustments to these reserves.


The following table is a summary of the Company’s workers’ compensation claims reserve for the three month period ended December 31, 2008 and the year ended September 30, 2008:








Balance, October 1, 2007

$
-Claims incurred


1,195,253Claims paid


(84,838
)Balance, September 30, 2008


1,110,415Claims incurred


956,820Claims paid


(144,416
)Balance, December 31, 2008

$
1,922,819





Note 4 – Acquisition of Employment Systems, Inc.





Effective April 1, 2008, the Company and Employment Systems Inc. (“ESI”), a subsidiary of Warning Management Services, Inc. (“WNMI”), entered into a service agreement which transferred certain ESI client contracts to the Company in consideration of the forgiveness of $96,753 ESI owed the Company and an ongoing payment of 4% of the gross payroll each month for only as long as the clients remain with Buyer (i.e., if and when there are no longer any ESI clients, the payment obligation is terminated-see Note 10).  Brian Bonar is the CEO of ESI, and the President of the Company.





The transaction was accounted for as a purchase.  As such, the results of ESI’s operations have been included in the consolidated financial statements since April 1, 2008. The components of the purchase price and the allocation of the purchase price are as follows:





F-11




Purchase priceForgiveness of payable

$
96,753





Purchase price allocationCustomer relations

$
96,753Net purchase price

$
96,753





$96,753 was assigned to customer relations with an estimated life of six months and was fully amortized as of September 30, 2008.





The following unaudited pro forma operating data shown below presents the results of operations for the year ended September 30, 2008, as if the acquisition of ESI had occurred on the last day of the immediately preceding fiscal period. Accordingly, transaction costs related to the acquisition are not included in the loss from operations shown below. The pro forma results are not necessarily indicative of the financial results that might have occurred had the acquisition actually taken place on the respective dates, or of future results of operations.








For the

Year Ended

September 30,2008(Unaudited)Net sales

$
3,3274,771Net loss

$
12,914,067Net loss per share-basic and diluted

$
0.02


Note 5 – Accrued interest and penalties on delinquent payroll taxes


The Company is delinquent in the payment of payroll tax withholdings and in filing payroll tax returns. At December 31, 2008, the Company has accrued $3,555,372 in delinquent payroll withholding and taxes and $711,074 in interest and penalties related to the delinquent payroll taxes.





At September 30, 2008, the Company has accrued $2,503,249 in delinquent payroll withholding and taxes and $571,779 in interest and penalties related to the delinquent payroll taxes.  The Company is presently paying taxes on a current basis and is developing a plan to catch up on the outstanding taxes payable with federal and state taxing authorities to pay its delinquent payroll tax liabilities.


F-12
 
 Note 6 – Notes and loans payable


Notes and loans payable consist of the following at December 31 and September 30, respectively





December


September2008


2008Notes payable - workers compensation premium

$
1,149,644


$
2,484,284Loan payable - 1st PMF Bancorp


102,118



343,876Flexible Funding


59,967



-$
1,311,729


$
2,828,160


Note payable – workers compensation premium


On February 28, 2008, the Company signed an insurance premium finance agreement with Direct Bank for $3,806,635 to finance its workers compensation premium.  On June 25, 2008, the Company increased the agreement to $4,471,223 to finance additional workers compensation coverage.  The agreement is secured by the Company’s prepaid workers compensation premiums and restricted cash reserve fund.  Interest was at 9.85% per annum.  Monthly interest and principal payments ranging from $140,099 to $578,709 per month were due from April 13, 2008 to December 13, 2008, with the final payment made March 2, 2009.  As of December 31, 2008, the balance on the agreement was $1,149,644.  For the three month period ended December 31, 2008, interest expense totaled $16,726.  As of September 30, 2008, the balance on the agreement was $2,484,284.  For the year ended September 30, 2008, interest expense totaled $197,600.


Loan payable-1stPMF Bancorp
 
 Effective August 1, 2008, the Company entered into an agreement with 1st PMF Bancorp (“PMF”), for assignment of certain of the Company’s accounts receivable.
 
 At December 31, 2008, the Company had $102,118 due to PMF representing amounts advanced by PMF to the Company for accounts receivable assigned to but not collected by PMF.  Interest expense during the three month period ended December 31, 2008 on this loan was $11,066.
 
 At September 30, 2008, the Company had $343,876 due to PMF representing amounts advanced by PMF to the Company for accounts receivable assigned to but not collected by PMF.  Interest expense during the year ended September 30, 2008 on this loan was $22,262.  The agreement with PMF expires August 1, 2010.
 
 Under the terms of the agreement, the Company may, from time to time, transfer and assign accounts receivable to PMF, wherein the Company retains the risk in the event any assigned accounts receivable are not collectible. PMF has the right of refusal to fund any accounts receivable that the Company submits for assignment. As a discount for purchasing the accounts receivable, the Company assigns the accounts at a discount equivalent to 0.5% based on ten-day periods or fraction thereof on the face value of the accounts receivable, as long as the accounts remain unpaid. There is also a one-time collateral management discount on accounts receivable purchased at the rate of 0.79% on the full-face amount. The Company must submit for funding a minimum of $1,000 per funding. Further, the Company must submit a minimum of $20,000 per month for assignment. PMF withholds 20% of the gross amount of all accounts receivable assigned, as an additional security reserve for the Company’s payment of any indebtedness to PMF. The reserve may be used to apply against any accounts receivable that have been assigned and are uncollectible. An account is considered uncollectible by PMF if not collected within 75 days of funding. Approximately one week following collection, PMF refunds reserve balances to the Company. The outstanding amount in the Company’s accounts receivable assigned with PMF may not exceed $1,000,000. An additional 1% of the maximum amount assigned during the year is charged on an annual basis. The agreement also contains default provisions that allow PMF to immediately call the outstanding balance.




F-13





Loan payable – Flexible Funding





At December 31, 2008, the Company had $59,967 due to Flexible Funding representing amounts advanced by Flexible Funding to the Company for accounts receivable assigned to but not collected by Flexible Funding.   As of April 30, 2009, the Company had a $0 balance with Flexible funding and had stopped using them as a financing source at that time.





Note 7 – Income Taxes





The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes were as follows:


Three Months Ended December 31, 2008



Three Months Ended December 31, 2007



Year Ended September 30, 2008



Period from January 1, 2007 to September 30, 2007Statutory federal income tax rate


(34
)
%


(34
)
%


(34
)
%


(34
)
%State income taxes, net of federal taxes


(6
)
%


(6
)
%


(6
)
%


(6
)
%Increase in valuation allowance


40

%


40

%


40

%


40

%Effective income tax rate


-




-




-




-


Significant components of deferred tax assets and liabilities:


December 31,

2008


September 30,

2008Deferred tax assets:Net operating loss carryforwards

$
3,889,188


$
3,660,791Workers' compensation claim reserve


807,592



444,000Valuation allowance


(4,696,780
)


(4,104,791
)Net deferred tax asset

$
-


$
-


The components of income tax expense are as follows:





Three Months Ended December 31, 2008


Three Months Ended December 31, 2007


Year Ended September 30, 2008


Period from January 1, 2007 to September 30, 2007Current federal income tax

$
-


$
-


$
-


$
-Current state income tax


-



-



-



-Deferred taxes


(591,989
)


(19,415
)


(4,037,157
)


(67,634
)Valuation allowance


591,989



19,415



4,037,157



67,634$
-


$
-


$
-


$
-





The Company files income tax returns in the U.S. federal jurisdiction, and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2001.





At December 31, 2008, the Company had federal and state net operating loss carry forwards available to offset future taxable income of approximately $4.7 million and $4.8 million respectively. These carry forwards will expire in the years 2013 through 2023. These net operating losses are subject to various limitations on utilization based on ownership changes in the prior years under Internal Revenue Code Section 382. The Company is in the process of analyzing the impact of the ownership changes but management does not believe they will have a material impact on the Company’s ability to utilize the net operating losses in the future.






F-14




The Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors.





At December 31, 2008, based on the weight of available evidence, including cumulative losses in recent years and expectations of future taxable income, the Company determined that it was more likely than not that its deferred tax assets would not be realized and have a $4.2 million valuation allowance associated with its deferred tax assets.





The Company follows the provisions of FASB ASC 740 ("ASC 740") regarding uncertainty in income taxes. ASC 740 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. The provisions of ASC 740 regarding uncertainty in income taxes had no impact on the Company's balance sheets or statements of operations.





Payroll taxes


The Company is delinquent  in our filing of payroll tax returns for certain of our PEO divisions and is delinquent in the payment of payroll tax withholdings to the governmental agencies. We continue to work with the Internal Revenue Service and State taxing Authorities to reconcile and resolve all open accounts and issues. Penalties have been estimated and are calculated at 15% of the outstanding payroll tax liability, and the accrued interest has been calculated at 5% to 7% of the outstanding payroll tax liability.





Note 8 – Equity





On December 5, 2007, the Company granted 100,000 shares of common stock to a consultant who assisted the Company in certain transactions.  The shares were fully vested when granted, non forfeitable, and valued at $1.00 per share, the closing price of the Company’s common stock on the date shares were granted.  A total of $100,000 was charged to consulting expense at the grant date.





On March 21, 2008, Mr. David Goldberg, the Company’s Chairman, returned 52,895,000 shares of his shares to the Company which was then canceled.





On March 25, 2008, David Goldberg, the Company’s Chairman, transferred 20,500,000 shares of the Company’s common stock owned by him to four consultants for services provided by the consultants to Allegiant.  The Company determined the transfer of shares represents a compensatory arrangement that is, in substance, a capital contribution of common share by Goldberg and then a share-based payment to the consultants for services rendered.  The Company determined the fair value of the shares to be $7,790,000 based on $0.38 per share, the closing price of the Company’s common stock on the date the shares were transferred.  A total of $7,790,000 was charged to consulting expense at the date the shares were transferred and credited to additional paid-in capital as a contribution by a shareholder.





On June 23, 2008, the Company issued 7,591,876 shares of its common stock valued to two consultants for services provided to the Company.  The shares were fully vested when granted, non forfeitable, and valued at $0.10 per share, the closing price of the Company’s common stock on the date shares were granted.  A total of $759,188 was charged to consulting expense at the grant date.  The agreement states that the absolute percentage of shares owned by the consultants (collectively 7.5% of the Company’s common stock at June 30, 2008) will not be reduced upon future issuances of the Company’s common stock.






F-15





On September 10, 2008, the Company issued 30,000,000 shares of its common stock for services provided by certain officers and directors. The shares were fully vested when granted, non forfeitable, and valued at $0.005 per share, the closing price of the Company’s common stock on the date shares were granted.  A total of $150,000 was charged to compensation expense at the grant date.





Also on September 10, 2008, in accordance with the agreements entered into on June 23, 2008 with two consultants, the Company recorded 7.5% of the 30,000,000 shares issued to officers and directors, or 2,250,000 shares, as common stock to be issued to the consultants.  The shares were fully vested when granted, non forfeitable, and valued at $0.005 per share, the closing price of the Company’s common stock on the date shares were granted.  A total of $11,250 was charged to consulting expense at the grant date.





Note 9 – Warrants





On September 10, 2008, the Company issued warrants to purchase 17,000,000 shares of its common stock for past services for the same officers and directors who received the above mentioned shares of common stock. The warrants are immediately exercisable and expire ten years from the date of issuance. The exercise price for these warrants is $0.05 per common share. The fair value of the warrants issued was $84,989 and has been recognized in general and administrative expense for the twelve months ended September 30, 2008. The warrants were determined using the Black-Scholes option pricing model using the following assumptions: expected term of five years, risk-free interest rate of 2.91%, dividend yield of 0%, and volatility of 350%.





A summary of warrant activity for the period from January 1, 2007 through December 31, 2008 is presented below:





WeightedWeighted


AverageAverage


Remaining


AggregateNumber of


Exercise


Contractual


IntrinsicWarrants


Price


Life (in years)


ValueOutstanding, January 1, 2007


-


$
-



-


$
-Granted


-



-Exercised


-



-Forfeited/Canceled


-



-Outstanding, September 30, 2007


-


$
-



-


$
-Granted


-



-Exercised


-



-Forfeited/Canceled


-



-Outstanding, December 31, 2007


-


$
-



-


$
-Granted


17,000,000



0.005Exercised


-



-Forfeited/Canceled


-



-Outstanding, September 30, 2008


17,000,000


$
0.005



10.09


$
255Granted


-



-Exercised


-



-Forfeited/Canceled


-



-Outstanding, December 31, 2008


17,000,000


$
0.005



9.83


$
3,400Exercisable, December 31, 2008


17,000,000


$
0.01



9.83


$
3,400




F-16




The following table summarizes information about warrants outstanding at December 31, 2008:





Warrants Outstanding and ExercisableNumber of Shares Under Warrants


Exercise Price

Expiration Date

Weighted Average

Exercise Price17,000,000


$
0.005

September 10, 2018

$
0.005





The aggregate intrinsic value of the warrants at December 31, 2008 is $3,400 calculated as the difference between the exercise price of the warrants and the quoted price of the Company’s common stock on the closest trading date to December 31, 2008.  The aggregate intrinsic value of the warrants at September 30, 2008 was $255.





Note 10 – Related Party Transactions





At December 31, 2008 and September 30, 2008, Warning Management Systems, Inc. (“Warning”) owed the Company $246,066.  At September 30, 2008, Warning was actively seeking to repay the Company, however, by December 31, 2008, the Company determined Warning’s business had disintegrated and therefore wrote off the $246,066 during the three months ended December 31, 2008.


During the year ended September 30, 2008, the Company paid Warning Management Services, Inc. (Warning) $90,418 representing 4% of the gross payroll of ESI’s customers (see Note 4).





Note 11 - Commitments and Contingencies





The Company’s headquarters are located in San Diego, California. The Company leases under a non-cancelable operating lease approximately 1,875 square feet and the lease term is from January 1, 2009 through April 30, 2013. Monthly rent in 2009 will be $4,313, subject to customary rent escalations through the date of expiration.





The Company leases space in New York City, New York. The Company leases under a non-cancelable operating lease approximately 700 square feet of office space, and the lease term is from April 1, 2008 through May 31, 2010. Monthly rent in 2008 was $3,250, and is subject to customary rent escalations through the date of expiration.





The Company leases space in Anaheim, California. The Company leases was under a non-cancelable operating lease approximately 7,700 square feet of office space with lease expiring on December 7, 2010 and monthly rent of $6,930 in 2008.  However, the bank foreclosed on the property and we received notice around January 2010 that the lease was changed to a month to month lease.  As a result the Company has given notice to terminate the lease effective June 1, 2010.





Rent expense during the three month period ended December 31, 2008 and 2007 was $41,000 and $0, respectively.





Future minimum lease payments under non-cancelable operating leases for each of the next five years and thereafter as of December 31, 2008 are as follows:





Year

Total2009

$
173,9162010


102,6562011


51,7562012


51,7562013


17,252Thereafter


0Total

$
397,336





F-17


Note 12 - Subsequent Events





Effective January 1, 2009, the Company signed employment agreements with David Goldberg, CEO, Brian Bonar, Director, and John Capezzutto, Director.  Annual compensation for each individual will be $240,000.  In addition, each individual was granted 15,000,000 shares of the Company’s common stock on January 1, 2009.





Bay/Empower, a PEO located in New Jersey, was the Company's largest customer with respect to workers’ compensation coverage in 2008, representing 45% of the Company’s revenue for the year ended September 30, 2008 and 50% for the three month period ended December 31, 2008.  Effective January 1, 2009, Bay/Empower became a broker for the Company and several of the customers formerly serviced by Bay/Empower joined the Company's client base.





On January 30, 2009, the Company was delisted from the OTCBB due to non-timely filing of its September 30, 2008 Form 10-K.





On February 28, 2009, the Company renewed its workers compensation policy to February 28, 2010.  The total policy premium was $2,481,245, and is being paid for through an insurance premium finance agreement with Direct Bank.  On February 28, 2010, the Company renewed its workers compensation policy to February 28, 2011.





Effective March 1, 2009, the Company’s administrative operations were outsourced to Bay/Empower.





On April 1, 2009, the Company’s Board of Directors approved a change in the Company’s fiscal year from September 30 to December 31.  The Company will file a transitional annual report on Form 10-K for the three-month period ended December 31, 2008.