UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





(Mark
one)


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





For the
fiscal year ended September 30,
2008


or


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





For the
transition period from________________________
to  __________________________





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
            
            (I.R.S.
      Employerincorporation
      or organization
            
            Identification
      No.)




1590
      South Lewis Street, Anaheim, CA
              
              92805(Address
      of principal executive offices)
              
              (Zip
      Code)




(714)
300-0500
 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.  [_]
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.  [_]
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.     [_]
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).    [_]
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.





[_] Large
accelerated
filer                                                                       [_]
Accelerated filer


[_]
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).


[_]
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 $5,592,188.





The
number of shares outstanding of each of the Registrant’s classes of common
stock, as of September 30, 2009 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

















TABLE
OF CONTENTS








PART
I





ITEM
      1.
              BUSINESS
              4ITEM
      1A.
              RISK
      FACTORS
              6ITEM
      1B.
              UNRESOLVED
      STAFF COMMENTSITEM
      2.
              PROPERTIES
              6ITEM
      3.
              LEGAL
      PROCEEDINGS
              6ITEM
      4.
              SUBMISSION
      OF MATTERS TO A VOTE OF SECURITIES HOLDERS
              6PART
      IIITEM
      5.
              MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
              7ITEM
      6.
              SELECTED
      FINANCIAL DATA
              8ITEM
      7.
              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
              9ITEM
      7A.
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
              17ITEM
      8.
              FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
              17ITEM
      9.
              CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
              17ITEM
      9A.
              CONTROLS
      AND PROCEDURES
              17ITEM
      9B.
              OTHER
      INFORMATION
              19PART
      IIIITEM
      10.
              DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
              20ITEM
      11.
              EXECUTIVE
      COMPENSATION
              26ITEM
      12.
              SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
              28ITEM
      13.
              CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
              29ITEM
      14.
              PRINCIPAL
      ACCOUNTING FEES AND SERVICES
              29PART
      IVITEM
      15.
              EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES
              30




2





INTRODUCTORY
COMMENTS








Special
Note Regarding Forward Looking Statements





This
Annual Report on Form 10-K, 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.




3





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.






4





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.




5





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 Anaheim, California. The Company leases
under a non-cancelable operating lease approximately 7,700 square feet of office
space, and the lease expires on December 7, 2010. The monthly rent for this
space was $6,930 in 2008, 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 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.





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”.





6





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.





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
            $  0.003





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
September 30, 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.




7





Transfer Agent and
Registrar





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




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
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
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.





8





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





Certain
statements in this annual report on Form 10-K 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 annual report on Form 10-K 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.





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 annual 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 1590 South Lewis Street, Anaheim, CA 92805. The Company's
main phone number is (714) 300 -0500.





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
September 30, 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.




9





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.





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 periodice 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.




10





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
December 2007, the FASB issued authoritative guidance on business combinations.
The guidance retains the fundamental requirements that the acquisition method of
accounting (previously referred to as the purchase method of accounting) be used
for all business combinations, but requires a number of changes, including
changes in the way assets and liabilities are recognized and measured as a
result of business combinations. It also requires the capitalization of
in-process research and development at fair value and requires the expensing of
acquisition-related costs as incurred.  This guidance will be
applicable to business combinations completed after July 1, 2009.  The
Company believes adopting the new guidance will  significantly impact
its financial statements.





In
December 2007, the FASB issued authoritative guidance on noncontrolling
interests in consolidated financial statements to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It is intended to eliminate the diversity in
practice regarding the accounting for transactions between equity and
noncontrolling interests by requiring that they be treated as equity
transactions. Further, it requires consolidated net income to be reported at
amounts that include the amounts attributable to both the parent and the
noncontrolling interest. The new guidance also establishes a single method of
accounting for changes in a parent’s ownership interest in a subsidiary that do
not result in deconsolidation, requires that a parent recognize a gain or loss
in net income when a subsidiary is deconsolidated, requires expanded disclosures
in the consolidated financial statements that clearly identify and distinguish
between the interests of the parent’s owners and the interests of the
noncontrolling owners of a subsidiary, among others. The new guidance is
effective for fiscal years beginning on or after December 15, 2008, with early
adoption permitted, and it is to be applied prospectively.  The
Company believes adopting the new guidance will not significantly impact its
financial statements.





In June
2009, the FASB issued authoritative guidance on an amendment of accounting for
transfers of financial assets, and seeks to improve the relevance and
comparability of the information that a reporting entity provides in its
financial statements about transfers of financial assets; the effects of the
transfer on its financial position, financial performance, and cash flows; and a
transferor’s continuing involvement, if any, in transferred financial
assets.  The authoritative guidance eliminates the concept of a
qualifying special-purpose entity, creates more stringent conditions for
reporting a transfer of a portion of a financial asset as a sale, clarifies
other sale-accounting criteria, and changes the initial measurement of a
transferor’s interest in transferred financial assets.  The
authoritative guidance is effective for interim and annual reporting periods
beginning after November 15, 2009.  The Company believes adopting
the new guidance will not significantly impact its financial
statements.





In June
2009, the FASB issued authoritative guidance on consolidation of variable
interest entities, which requires an enterprise to determine whether its
variable interest or interests give it a controlling financial interest in a
variable interest entity. The primary beneficiary of a variable interest entity
is the enterprise that has both (1) the power to direct the activities of a
variable interest entity that most significantly impact the entity’s economic
performance, and (2) the obligation to absorb losses of the entity that
could potentially be significant to the variable interest entity or the right to
receive benefits from the entity that could potentially be significant to the
variable interest entity.  The authoritative guidance requires ongoing
reassessments of whether an enterprise is the primary beneficiary of a variable
interest entity and is effective for interim and annual reporting periods
beginning after November 15, 2009. The Company believes adopting the new
guidance will not significantly impact its financial statements.




11





In
October 2009, the FASB, issued updates to revenue recognition for arrangements
with multiple deliverables and accounting for revenue arrangements that include
software elements. 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.  The authoritative guidance is effective for interim or
annual periods beginning after June 15, 2010, with early adoption
permitted.  The Company believes adopting the new guidance will not
significantly impact its financial statements.





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.





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.





12








RESULTS
OF OPERATIONS





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
$1,628,733 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
              ending
      9/30/2007
            
            
            Twelve
      months
              ending
      9/30/2008
            
            
            $
      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%








13


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. Interest was calculated at 15% of the
outstanding payroll tax liability balance at September 30, 2008, and the accrued
penalty has been calculated at 5% to 7% of the outstanding payroll tax liability
balance at 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 year ended
September 30, 2008 and nine months ended September 30, 2007:
  September
      30,2008
                
                
                2007Net
      cash provided in operating activities
                
                $
                49,239
                
                
                $
                2,106Net
      cash used in investing activities
                
                
                (326,653
                )
                
                
                20,220Net
      cash provided by financing activities
                
                
                273,446
                
                
                
                -Net
      increase (decrease) in cash and cash equivalents
                
                
                (3,972
                )
                
                
                22,306Cash
      and cash equivalents at the end of the period
                
                $
                18,340
                
                
                $
                22,312







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.




14





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 year ended September 30, 2008
amounted to $49,235 which primarily consisted of the following: 1) amortization
of acquired customer lists of $96,753, 2) shares issued for services in the
aggregate of $8,895,428, consisting of a) contributed to consultants of
$7,790,000, b) issued to consultants of $870,438, and c) issued to
officers/directors of $234,989, 3) increase in accounts payable and accrued
liability of $73,337, 4) accrued delinquent payroll taxes of $2,503,249, 5)
accrued interest and penalties on delinquent payroll taxes of $571,779, 6)
workers compensation claim reserve of $1,110,415 and other items of $790 offset
by 1) net loss for the period ending September 30, 2008 of $11,973,344, 2)
increase in accounts receivable of $323,035, and 3) increase in prepaid workers
compensation of $906,107.





Shares contributed to
consultants by Goldberg for services:





NIY
            
            
            2,000,000Linda
      Crichfield
            
            
            3,500,000Bayside
            
            
            8,000,000Rockcreek
            
            
            7,000,000Total
            
            
            20,500,000At
      $.38 per share
            
            $
            7,790,000








Workers compensation
claims
reserve


During
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 year ended September 30, 2008:





Balance,
      October 1, 2007
            
            $
            -Claims
      incurred
            
            
            1,195,253Claims
      paid
            
            
            (84,838
            )Balance,
      September 30, 2008
            
            $
            1,110,415





As of
September 30, 2008 and 2007, we had $1,110,415 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 $1,195,253 and $0 for the twelve months ended
September 30, 2008 and nine months ended September 30, 2007, respectively, and
are recognized in cost of revenue.


Cash used
in investing activities during the year ended September 30, 2008 consisted of
net advances to related parties amounting to $326,653.





Cash
provided by financing activities of $273,446 during the year ended September 30,
2008 consisted primarily of proceeds from the issuance of the workers’
compensation premium financing note in the amount of $4,473,221, proceeds from
the issuance of a note payable in the amount of $343,876 and miscellaneous items
of $150,586, offset by note payments of $1,988,937 and the premium deposit with
the workers compensation insurance company of $2,705,300.




15





Premium 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 year ended September
30, 2008:





Balance,
      October 1, 2007
            
            $
            -Addition
      to premium deposit
            
            
            2,790,138Claims
      paid
            
            
            (84,838
            )Balance,
      September 30, 2008
            
            $
            2,705,300





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 September 30, 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.





APRO’S
future capital requirements will depend on numerous factors, including the
profitability of our growing 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
September 30, 2008, our significant contractual obligations were as
follows:




Payments
      due by PeriodLess
      than
                One
      Year
              
              
              One
      to
                Three
      Years
              
              
              Three
      to
                Five
      Years
              
              
              More
      than
                Five
      Years
              
              
              TotalOperating
      lease obligations
              
              
              161,365
              
              
              
              243,728
              
              
              
              128,251
              
              
              
              -
              
              
              
              533,344Total
              
              $
              161,365
              
              
              $
              243,728
              
              
              $
              128,251
              
              
              $
              -
              
              
              $
              533,344
  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.





16





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.





Item
7A. Quantitative and Qualitative Disclosures About Market Risk





Not
required.





Item
8. Financial Statements and Supplementary Data





See page
32




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 September
30, 2008. Based upon such evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that, as of September 30, 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 September 30, 2008.




17





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 September 30, 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 September 30, 2008 was
ineffective, due to the identified material weaknesses noted below.





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 September 30,
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.







18




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
annual 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 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.





19


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 September 302008 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.




20





Director – John
Capezzuto





Mr.
Capezzuto's current employment is as CEO of Warning Management Services Inc., a
multi-faceted corporation that includes divisions ranging from model
agencies to magazine publications. His employment history includes work as CEO
of the Solvis Group, a medical staffing company, and various managerial
positions in New York-based visual marketing, trade show and event companies.
Over the last twelve years he has been on the board of directors and served as
officer for corporations including Warning Management Services, Employment
Systems Inc., The Solvis Group, QPI, Exhibitronics Inc., The Mimetics
Corporation, Modular Display Systems Display Inc., Tabery Corp., Delta Transport
and American Distributing Co.





Committees
of the Board





All
proceedings of the three-member board of directors for the year ended September
30, 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.





21


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.





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
and entertainment 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.




22





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





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.






23





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 gifts
which 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.








24





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 .




25





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.





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 fiscal year ended September 30, 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 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
            2008
            -
            -
            -
            -
            -
            -
            $79,997
            (1)
            $79,9972007
            -
            -
            -
            -
            -
            -
            -
            
            -Brian
      Bonar,
              Director
      & President
            2008
            -
            -
            -
            -
            -
            -
            $79,997
            (2)
            $79,9972007
            -
            -
            -
            -
            -
            -
            -
            
            -John
      Capezzuto,
              Director
            2008
            -
            -
            -
            -
            -
            -
            $74,998
            (3)
            $74,9982007
            -
            -
            -
            -
            -
            -
            -
            
            -








(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 10,000,000 shares of its common stock
      for 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 10,000,000 shares of its common stock
      for 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 10,000,000 shares of its common stock
      for services, valued at
$50,000.








26








Outstanding
Equity Awards at Fiscal Year-end





The
following table sets forth certain summary information regarding
outstanding equity awards as of September 30, 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
            -
            -
            -
            -
            -
            -
            -
            -
            -








27








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
            -
            -
            -
            -
            -
            $79,997
            (1)
            $79,997Brian
      Bonar
            -
            -
            -
            -
            -
            $79,997
            (2)
            $79,997John
      Capezzuto
            -
            -
            -
            -
            -
            $74,998
            (3)
            $74,998





(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 10,000,000 shares of its common stock
      for 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 10,000,000 shares of its common stock
      for 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 10,000,000 shares of its common stock
      for 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 September 30,
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
            12,000,000
            14.0%Brian
      Bonar
            10,000,000
            11.6%John
      Capezzuto
            18,000,000
            20.9%Officers
      and Directors as a group
            40,000,000
            46.5%





(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 September 30, 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 September 30,
2008.




28





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





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 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). Payments to be made as payroll
occurs either weekly, bi weekly or monthly and adjusted on a monthly basis. Ten
thousand dollars ($10,000) monthly of the amount due the Seller will be provided
to the Seller’s agent who shall then pay that amount directly to the appropriate
tax collection authorities in order to pay down certain tax
liens.  Brian Bonar is the CEO of ESI, as well as the Company.
Further, the Company paid approximately $246,000 in operating expenses on behalf
of WNMI. The amount has been classified in related party operating expense in
the accompanying consolidated statement of operations. Brian Bonar, a Director
of the Company, is also a Director of WNMI. John Capezzuto, a Company Director,
is also the Secretary Protem of ESI and CEO and Director of WNMI.





The
Company paid $22,215 to Dalrada Financial Corporation (“Dalrada”) for services
performed during the year ended September 30, 2008.  The CEO of
Dalrada is Brian Bonar who is also the Company’s CFO.





Item
14. Principal Accounting Fees and Services.





The
Company paid or accrued the following fees during the twelve months ended
September 30, 2008 and the nine months ended September 30, 2007 to its
independent certified public accountants, WEINBERG
& COMPANY, P.A.





For
      the Twelve Months Ended
              September
      30,
            
            
            For
      the Nine
              Months
      Ended
              September
      30,2008
            
            
            2007Audit
      Fees
            
            $
            240,000
            
            
            $
            0Audit-Related
      Fees
            
            $
            
            
            
            $Tax
      Fees
            
            $
            
            
            
            $All
      Other Fees
            
            $
            
            
            
            $Total
      Fees
            
            $
            240,000
            
            
            $
            0





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 twelve months ended September 30, 2008 and nine
months ended September 30, 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.




29





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
            
            
            34Consolidated
      Balance Sheets as of September 30, 2008 and 2007
            
            
            35Statements
      of Operations for the Year Ended September 30, 2008 and Period from
      January 1, 2007 to September 30, 2007
            
            
            36Statements
      of Stockholders’ Deficit for the Year Ended September 30, 2008 and Period
      from January 1, 2007 to September 30, 2007
            
            
            37Statements
      of Cash Flows for the Year Ended September 30, 2008 and Period from
      January 1, 2007 to September 30, 2007
            
            
            38Notes
      to Financial Statements
            
            
            39





(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






30





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
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_______________________
                
                January
      6, 2010David
      GoldbergChief
      Executive OfficerChairman
      of the Board of Directors/s/
      Brian Bonar_________________________
                
                January
      6, 2010Brian
      BonarDirectorPrincipal
      Financial Officer/s/
      John Capezzuto_________________________
                
                January
      6, 2010John
      CapezzutoDirector







31














Allegiant
Professional Business Services, Inc.,


and
Subsidiary


(Formerly
Tradeshow Products, Inc.)





Consolidated
Financial Statements


for
the Year Ended September 30, 2008


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








32


Allegiant
Professional Business Services, Inc.,


and
Subsidiary


(Formerly
Tradeshow Products, Inc.)





Consolidated
Financial Statements


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
            
            
            34Consolidated
      Balance Sheets as of September 30, 2008 and 2007
            
            
            35Statements
      of Operations for the Year Ended September 30, 2008 and Period from
      January 1, 2007 to September 30, 2007
            
            
            36Statements
      of Stockholders’ Deficit for the Year Ended September 30, 2008 and Period
      from January 1, 2007 to September 30, 2007
            
            
            37Statements
      of Cash Flows for the Year Ended September 30, 2008 and Period from
      January 1, 2007 to September 30, 2007
            
            
            38Notes
      to Financial Statements
            
            
            39








33





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Shareholders of


Allegiant
Professional Business Services, Inc. (formerly Tradeshow Products
Inc.)





We have
audited the accompanying consolidated balance sheets of Allegiant Professional
Business Services, Inc. (formerly Tradeshow Products Inc.) and Subsidiary as of
September 30, 2008 and 2007, and the related consolidated statements of
operations, changes in stockholders' deficiency, and cash flows for the year
ended September 30, 2008 and for the period January 1, 2007 to 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. (formerly Tradeshow Products Inc.) and
Subsidiary as of September 30, 2008 and 2007, and the results of their
operations and their cash flows for the year ended September 30, 2008 and for
the period from January 1, 2007 to 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.








/s/
WEINBERG & COMPANY, P.A.





Los
Angeles, California


December
15, 2009




34


ALLEGIANT
PROFESSIONAL BUSINESS SERVICES, INC. AND SUBSIDIARY


(FORMERLY
TRADESHOW PRODUCTS, INC.)


Consolidated
Balance Sheets


As
of September 30, 2008 and 2007





ASSETSCurrent
      assets:
            
            2008
            
            
            2007Cash
      and cash equivalents
            
            $
            18,340
            
            
            $
            22,312Accounts
      receivable
            
            
            323,035
            
            
            
            -Prepaid
      workers compensation
            
            
            906,107
            
            
            
            -Due
      from related parties
            
            
            229,900
            
            
            
            -Stock
      subscription receivable
            
            
            -
            
            
            
            10,000Other
      current asset
            
            
            -
            
            
            
            760Total
      current assets
            
            
            1,477,382
            
            
            
            33,072Premium
      deposit with insurance company
            
            
            2,705,300
            
            
            
            -TOTAL
      ASSETS
            
            $
            4,182,682
            
            
            $
            33,072LIABILITIES
      AND STOCKHOLDERS' DEFICIENCYCurrent
      liabilities:Accounts
      payable and accrued liabilities
            
            $
            244,247
            
            
            $
            180,450Cash
      overdraft
            
            
            140,586
            
            
            
            -Accrued
      delinquent payroll taxes
            
            
            2,503,249
            
            
            
            -Accrued
      interest and penalties on delinquent payroll taxes
            
            
            571,779
            
            
            
            -Workers'
      compensation claims reserve
            
            
            1,110,415
            
            
            
            -Notes
      Payable
            
            
            2,828,160
            
            
            
            -Due
      to former shareholder
            
            
            -
            
            
            
            109,552Total
      current liabilities
            
            
            7,398,436
            
            
            
            290,002Stockholders'
      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 and 78,900,000 shares issued and outstandingat
      September 30, 2008 and 2007, respectively
            
            
            85,922
            
            
            
            -Common
      stock to be issued (2,250,000 and 0 shares, respectively)
            
            
            11,250
            
            
            
            -Additional
      paid-in capital
            
            
            8,927,348
            
            
            
            10,000Accumulated
      deficit
            
            
            (12,240,274
            )
            
            
            (266,930
            )Total
      stockholders' deficiency
            
            
            (3,215,754
            )
            
            
            (256,930
            )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIENCY
            
            $
            4,182,682
            
            
            $
            33,072




See
accompanying notes to consolidated financial statements.





35


ALLEGIANT
PROFESSIONAL BUSINESS SERVICES, INC. AND SUBSIDIARY
 (FORMERLY
TRADESHOW PRODUCTS, INC.)
 Consolidated
Statements of Operations
 For
the Year Ended September 30, 2008
 and
the Period from January 1, 2007 to September 30, 2007




Period
      fromYear
      ended
              
              
              January
      1, 2007 toSeptember
      30, 2008
              
              
              September
      30, 2007Revenues
              
              $
              2,974,672
              
              
              $
              -Cost
      of revenue-workers compensation expense
              
              
              2,960,064
              
              
              
              -Gross
      profit
              
              
              14,608
              
              
              
              -ExpensesOperating
      expenses
              
              
              553,945
              
              
              
              -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
              
              
              
              -General
      and Administrative
              
              
              2,048,675
              
              
              
              178,522Total
      expenses
              
              
              11,594,801
              
              
              
              178,522Loss
      from operations
              
              
              (11,580,193
              )
              
              
              (178,522
              )Other
      expenseInterest
      expense
              
              
              393,151
              
              
              
              -Net
      loss
              
              $
              (11,973,344
              )
              
              $
              (178,522
              )Loss
      per share - basic and diluted
              
              $
              (0.16
              )
              
              $
              (0.00
              )Weighted
      shares outstanding -Basic
      and diluted
              
              
              73,024,474
              
              
              
              78,900,000








36


ALLEGIANT
PROFESSIONAL BUSINESS SERVICES, INC. AND SUBSIDIARY
 (FORMERLY
TRADESHOW PRODUCTS, INC.)
 Consolidated
Statements of Changes in Stockholders' Deficiency
 For
the Year Ended September 30, 2008
 and
the Period from January 1, 2007 to 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
              
              
              
              -
              
              
              
              119,092Retirement
      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
              )


37


ALLEGIANT
PROFESSIONAL BUSINESS SERVICES, INC. AND SUBSIDIARY
 (FORMERLY
TRADESHOW PRODUCTS, INC.)
 Consolidated
Statements of Cash Flows
 For
the Year Ended September 30, 2008
 and
the Period from January 1, 2007 to September 30, 2007




Year
      Ended
                September
      30,
                2008
              
              
              Period
      from
                January 1,
      2007 to
                September
      30,
                2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
              
              $
              (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
              
              
              
              -Change
      in operating assets and liabilities:Accounts
      receivable, net
              
              
              (323,035
              )
              
              
              -Prepaid
      workers compensation
              
              
              (906,107
              )
              
              
              -Accounts
      payable and accrued liabilities
              
              
              73,337
              
              
              
              180,628Accrued
      delinquent payroll taxes
              
              
              2,503,249
              
              
              
              -Accrued
      interest and penalties on delinquent payroll taxes
              
              
              571,779
              
              
              
              -Workers'
      compensation claim reserve
              
              
              1,110,415
              
              
              
              -Other
      current asset
              
              
              760Net
      cash provided by operating activities
              
              
              49,235
              
              
              
              2,106CASH
      FLOWS USED IN INVESTING ACTIVITIES:Due
      to (from) related parties
              
              
              (326,653
              )
              
              
              20,200CASH
      FLOWS FROM FINANCING ACTIVITIES:Cash
      overdraft
              
              
              140,586
              
              
              
              -Proceeds
      from stock subscription receivable
              
              
              10,000
              
              
              
              -Proceeds
      from the issuance of note payable
              
              
              4,473,221
              
              
              
              -Premium
      deposit with insurance company
              
              
              (2,705,300
              )
              
              
              -Payments
      on note payable
              
              
              (1,988,937
              )
              
              
              -Proceeds
      from loan payable, net
              
              
              343,876
              
              
              
              -Net
      cash provided by financing activities
              
              
              273,446
              
              
              
              -NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
              
              
              (3,972
              )
              
              
              22,306CASH
      AND CASH EQUIVALENTS, Beginning of period
              
              
              22,312
              
              
              
              6CASH
      AND CASH EQUIVALENTS, End of period
              
              $
              18,340
              
              
              $
              22,312Supplemental
      disclosure of cash flow informationIncome
      taxes paid
              
              $
              -
              
              
              $
              -Interest
      paid
              
              $
              159,440
              
              
              $
              -Supplemental
      non-cash investing and financing activitiesExtinguishment
      of payable to former shareholder
              
              $
              119,092
              
              
              $
              -Forgiveness
      of accounts receivable in connection with acquisition of
    ESI
              
              $
              96,753
              
              
              $
              -









38


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
year ended September 30, 2008, the Company recorded a net loss of
$11,973,344 and had an accumulated deficit of $12,240,274 and a working capital
deficiency of $5,921,054 at September 30, 2008.  In addition, the
Company is delinquent on $2,503,249 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.








39





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.





The
consolidated financial statements include the accounts of Focus Views and
its controlled 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 periodice 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 September 30,
2008 and 2007, 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 2008, the Company increased the allowance by
$375,490 and then wrote off the $375,490 of accounts receivable so that as of
September 30, 2008, accounts receivable allowances was zero.  The
Company had no accounts receivable at September 30, 2007.





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.


40


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.





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 3,
2007, the date of the exchange agreement.





As of
September 30, 2008, common stock equivalents were composed of warrants
convertible into 17,000,000 shares of the Company's common stock.  For
the year ended September 30, 2009, 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. At September 30, 2008, the Company had
no common stock equivalents outstanding.





Concentrations





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.  At September 30, 2007, the Company had no
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:




41





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
September 30, 2008 and 2007, 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.





Comprehensive
income





Authoritative
guidance issued by the FASB requires disclosure of all components of
comprehensive income and loss on an annual and interim
basis.  Comprehensive income and loss is defined as the change in
equity of a business enterprise during a period from transactions and other
events and circumstances from non-owner sources.  The Company had no
comprehensive income for the year ended September 30, 2008 or the nine months
ended September 30, 2007.





Recent Accounting
Pronouncements





In
December 2007, the FASB issued authoritative guidance on business combinations.
The guidance retains the fundamental requirements that the acquisition method of
accounting (previously referred to as the purchase method of accounting) be used
for all business combinations, but requires a number of changes, including
changes in the way assets and liabilities are recognized and measured as a
result of business combinations. It also requires the capitalization of
in-process research and development at fair value and requires the expensing of
acquisition-related costs as incurred.  This guidance will be
applicable to business combinations completed after July 1, 2009.  The
Company believes adopting the new guidance will  significantly impact
its financial statements.





In
December 2007, the FASB issued authoritative guidance on noncontrolling
interests in consolidated financial statements to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It is intended to eliminate the diversity in
practice regarding the accounting for transactions between equity and
noncontrolling interests by requiring that they be treated as equity
transactions. Further, it requires consolidated net income to be reported at
amounts that include the amounts attributable to both the parent and the
noncontrolling interest. The new guidance also establishes a single method of
accounting for changes in a parent’s ownership interest in a subsidiary that do
not result in deconsolidation, requires that a parent recognize a gain or loss
in net income when a subsidiary is deconsolidated, requires expanded disclosures
in the consolidated financial statements that clearly identify and distinguish
between the interests of the parent’s owners and the interests of the
noncontrolling owners of a subsidiary, among others. The new guidance is
effective for fiscal years beginning on or after December 15, 2008, with early
adoption permitted, and it is to be applied prospectively.  The
Company believes adopting the new guidance will not significantly impact its
financial statements.





In June
2009, the FASB issued authoritative guidance on an amendment of accounting for
transfers of financial assets, and seeks to improve the relevance and
comparability of the information that a reporting entity provides in its
financial statements about transfers of financial assets; the effects of the
transfer on its financial position, financial performance, and cash flows; and a
transferor’s continuing involvement, if any, in transferred financial
assets.  The authoritative guidance eliminates the concept of a
qualifying special-purpose entity, creates more stringent conditions for
reporting a transfer of a portion of a financial asset as a sale, clarifies
other sale-accounting criteria, and changes the initial measurement of a
transferor’s interest in transferred financial assets.  The
authoritative guidance is effective for interim and annual reporting periods
beginning after November 15, 2009.  The Company believes adopting
the new guidance will not significantly impact its financial
statements.




42





In June
2009, the FASB issued authoritative guidance on consolidation of variable
interest entities, which requires an enterprise to determine whether its
variable interest or interests give it a controlling financial interest in a
variable interest entity. The primary beneficiary of a variable interest entity
is the enterprise that has both (1) the power to direct the activities of a
variable interest entity that most significantly impact the entity’s economic
performance, and (2) the obligation to absorb losses of the entity that
could potentially be significant to the variable interest entity or the right to
receive benefits from the entity that could potentially be significant to the
variable interest entity.  The authoritative guidance requires ongoing
reassessments of whether an enterprise is the primary beneficiary of a variable
interest entity and is effective for interim and annual reporting periods
beginning after November 15, 2009. The Company believes adopting the new
guidance will not significantly impact its financial statements.





In
October 2009, the FASB, issued updates to revenue recognition for arrangements
with multiple deliverables and accounting for revenue arrangements that include
software elements. 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.  The authoritative guidance is effective for interim or
annual periods beginning after June 15, 2010, with early adoption
permitted.  The Company believes adopting the new guidance will not
significantly impact its financial statements.





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





Premium 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 year ended September 30,
2008:





Balance,
      October 1, 2007
            
            $
            -Addition
      to premium deposit
            
            
            2,790,138Claims
      paid
            
            
            (84,838
            )Balance,
      September 30, 2008
            
            $
            2,705,300





Workers compensation
claims
reserve


During
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.
  43


The
following table is a summary of the Company’s workers’ compensation claims
reserve for the year ended September 30, 2008:





Balance,
      October 1, 2007
            
            $
            -Claims
      incurred
            
            
            1,195,253Claims
      paid
            
            
            (84,838
            )Balance,
      September 30, 2008
            
            $
            1,110,415





There
were no workers compensation amounts or transactions for the period January 1,
2007 to September 30, 2007.





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 the Company (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.  ESI
provides PEO and temporary staffing services.





The
transaction has been 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:





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.




44





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
            
            $
            3,274,771Net
      loss
            
            $
            12,914,067Net
      loss per share-basic and diluted
            
            $
            0.18


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 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.


Note
6 – Notes and loans payable


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





2008
            
            
            2007Notes
      payable-workers compensation premium
            
            $
            2,484,284
            
            
            $
            -Loan
      payable-1st
      PMF Bancorp
            
            
            343,876
            
            
            
            -Total
      notes payable
            
            $
            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 September 30, 2008, the
balance on the agreement was $2,484,284.  For the year ended September
30, 2008, interest expenses 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 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.




45





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 as of
September 30:




2008
              
              
              2007Statutory
      federal income tax rate
              
              
              (34)%
              
              
              
              (34)%State
      income taxes, net of federal taxes
              
              
              (6)%
              
              
              
              (6)%Increase
      in valuation allowance
              
              
              40
      %
              
              
              
              40
      %Effective
      income tax rate
              
              
              -
              
              
              
              -
  Significant
components of deferred tax assets and liabilities for the year ended September
30, 2008 and for the period from January 1, 2007 to September 30,
2007:





2008
            
            
            2007Net
      operating loss carryforwards
            
            $
            3,660,791
            
            
            $
            67,634Workers’
      compensation claims reserve
            
            
            444,000
            
            
            
            -Valuation
      allowance
            
            
            (4,104,791
            )
            
            
            (67,634
            )Effective
      income tax (benefit) rate
            
            $
            -
            
            
            $
            -





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
September 30, 2008, the Company had federal and state net operating loss carry
forwards available to offset future taxable income of approximately $10.7
million and $10.8 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.





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
September 30, 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 $4.1 million valuation allowance associated
with its deferred tax assets.





The
Company adopted the provisions of FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes ("FIN 48"), on January 1, 2007. FIN 48 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 adoption of FIN 48 had no impact
on the Company's balance sheets or statements of operations.




46





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 were 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.





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 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 $0.005 per common share. The fair value of
the warrants issued was $84,989 and has been recognized in general and
administrative expense for the year ended September 30, 2008. The fair value of
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%.




47





A summary
of warrant activity for the year ended September 30, 2008 is presented
below:





Number
      of
              Shares
      under Warrants
            
            
            Weighted
      Average
              Exercise
      PriceWarrants
      outstanding at September 30, 2007
            
            
            -
            
            
            $
            -Warrants
      granted
            
            
            17,000,000
            
            
            
            0.005Warrants
      expired
            
            
            -
            
            
            
            -Warrants
      outstanding at September 30, 2008
            
            
            17,000,000
            
            
            $
            0.005







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 September 30, 2008 is $255
calculated as the difference between the exercise price of the warrants and the
quoted price of the Company’s common stock as of September 30,
2008.





Note
10 – Related Party Transactions





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).  At September 30, 2008, Warning owed the Company
$246,066 for additional payments made on behalf of Warning.  The CEO
of Warning is Brian Bonar, who is also the President of the
Company.  The receivable from Warning is non-interest bearing,
unsecured, and due on demand.  Section 402 of the Sarbanes-Oxley Act
of 2002 (“Section 402”) prohibits loans, directly or indirectly, to any director
or executive of the Company.  The Company believes the advances to
Warning are not a prohibited transaction under Section 402.





At
September 30, 2008, the Company owed $16,164 to Dalrada Financial Corporation
(“Dalrada”) for services performed during the year ended September 30,
2008.  The CEO of Dalrada is Brian Bonar, who is also the President of
the Company.  The payable to Dalrada is non-interest bearing,
unsecured, and due on demand.





At
September 30, 2008, the net receivable due from Warning and Dalrada of $229,200
is shown as due from related parties on the accompanying consolidated financial
statements.





Note
11 - Commitments and Contingencies





The
Company’s headquarters are located in Anaheim, California. The Company leases
under a non-cancelable operating lease approximately 7,700 square feet of office
space, and the lease expires on December 7, 2010. The monthly rent for this
space was $6,930 in 2008, 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 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.




48





Rent
expense during the year ended September 30, 2008 and nine months ended September
30, 2007 was $64,918 and $17,550, respectively.





Future
minimum lease payments under non-cancelable operating leases for each of the
next five years and thereafter as of September 30, 2008 are as
follows:





Year
            
            Total2009
            
            $
            161,3652010
            
            
            168,2342011
            
            
            75,4942012
            
            
            55,6882013
            
            
            57,938Thereafter
            
            
            14,625Total
            
            $
            533,344





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.





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.





Effective
March 1, 2009, the Company’s administrative operations were outsourced to
Bay/Empower, a customer of the Company which represented 45% of the Company’s
revenue for the year ended September 30, 2008.





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.





In
preparing the consolidated financial statements, the Company has evaluated all
subsequent events and transactions for potential recognition or disclosure
through December 15, 2009, the date the consolidated financial statements were
issued.










49