UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


FORM
10-Q


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


For the
quarterly period ended September 30, 2008
  OR


o
              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 000-53243


AXIOM
MANAGEMENT, INC.


(Exact
Name of Registrant as Specified in its Charter)


Pennsylvania
              (State
      or Other Jurisdiction of
              Incorporation or
      Organization)
            25-0918682
              (I.R.S.
      Employer
              Identification
      No.)


14111
Freeway Drive, Suite 300


Santa
Fe Springs, CA 90607


(Address
of Principal Executive Offices)


(702)
871-8678


(Registrant’s
Telephone Number, Including Area Code)




(Former
name, former address and former fiscal year, if changed since last
report)





Indicate
by checkmark whether the registrant: (1) 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   ý  No




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
definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large
      Accelerated Filer
            o
            
            Accelerated
      Filer
            oNon-accelerated
      Filer
            o
            (Do
      not check if a smaller reporting company)
            Smaller
      reporting company
            x




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




Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 23,080,542shares were issued and outstanding as of
March 25, 2009.









AXIOM
MANAGEMENT, INC.




INDEX
TO FORM 10-Q




PART
      I
            FINANCIAL
      INFORMATION
            PageItem
      1
            Financial
      Statements
            1Balance
      Sheets
            1Statements
      of Income
            2Statements
      of Cash Flows
            3Notes
      to the Financial Statements
            4Item
      2
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            10Item
      3
            Quantitative
      and Qualitative Disclosures About Market Risk
            14Item
      4
            Controls
      and Procedures
            14PART
      II
            OTHER
      INFORMATIONItem
      1
            Legal
      Proceedings
            15Item
      1A
            Risk
      Factors
            15Item
      2
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            15Item
      3
            Defaults
      upon Senior Securities
            15Item
      4
            Submission
      of Matters to a Vote of Security Holders
            15Item
      5
            Other
      Information
            15Item
      6
            Exhibits
            15







PART
I.


FINANCIAL
INFORMATION




Item
1.   Financial Statements




AXIOM
MANAGEMENT, INC. AND SUBSIDIARY


CONDENSED
CONSOLIDATED BALANCE SHEETS




September
      30,
              2008
            
            
            December
      31,
              2007(Unaudited)ASSETSCurrent
      assetsCash
      & cash equivalents
            
            $
            985
            
            
            $
            113,691Due
      from factor, net
            
            
            187,285
            
            
            
            126,026Accounts
      receivable
            
            
            15,053
            
            
            
            50,045Other
      current assets
            
            
            803
            
            
            
            635Total
      current assets
            
            
            204,126
            
            
            
            290,397Property
      and equipment, net
            
            
            1,154
            
            
            
            1,154Deposits
            
            
            61,770
            
            
            
            11,770Total
      assets
            
            $
            267,050
            
            
            $
            303,321LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      liabilitiesAccounts
      payable and accrued expenses
            
            $
            333,428
            
            
            $
            249,329Accrued
      payroll and payroll taxes
            
            
            29,690
            
            
            
            106,553Loans
      payable, related parties
            
            
            276,800
            
            
            
            176,800Loans
      payable, related parties
            
            
            141,529
            
            
            
            92,326Total
      current liabilities
            
            
            781,447
            
            
            
            625,008Commitments
      & contingency
            
            
            -
            
            
            
            -Stockholders’
      deficitCommon
      stock, $0.001 par value; 100,000,000 shares authorized, 18,241,581 and
      14,900,581 shares issued and outstanding, respectively
            
            
            18,242
            
            
            
            14,901Additional
      paid-in capital
            
            
            3,929,120
            
            
            
            1,212,461Shares
      to be issued
            
            
            -
            
            
            
            2,332,500Accumulated
      deficit
            
            
            (4,461,759
            )
            
            
            (3,881,549
            )Total
      stockholders’ deficit
            
            
            (514,397
            )
            
            
            (321,687
            )Total
      liabilities and stockholders’ deficit
            
            $
            267,050
            
            
            $
            303,321





See
accompanying notes to condensed consolidated financial statements.




-1-





AXIOM
MANAGEMENT, INC. AND SUBSIDIARY


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


FOR
THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007


(UNAUDITED)




Three
      Months Ended
              September
      30,
            
            
            Nine
      Months Ended
              September
      30,2008
            
            
            2007
            
            
            2008
            
            
            2007Revenues
            
            $
            1,301,199
            
            
            $
            2,219,670
            
            
            $
            3,953,162
            
            
            $
            4,625,738Cost
      of  revenues
            
            
            1,149,246
            
            
            
            2,021,511
            
            
            
            3,599,663
            
            
            
            4,159,804Gross
      profit
            
            
            151,953
            
            
            
            198,159
            
            
            
            353,499
            
            
            
            465,934Operating
      expensesGeneral
      and Administrative
            
            
            177,658
            
            
            
            276,626
            
            
            
            614,054
            
            
            
            638,207Professional
      fees
            
            
            5,906
            
            
            
            81,553
            
            
            
            199,518
            
            
            
            136,991Total
      operating expenses
            
            
            183,564
            
            
            
            358,179
            
            
            
            813,572
            
            
            
            775,198Net
      operating loss
            
            
            (31,611
            )
            
            
            (160,020
            )
            
            
            (460,073
            )
            
            
            (309,264
            )Interest
      expense
            
            
            (36,314
            )
            
            
            (49,411
            )
            
            
            (120,137
            )
            
            
            (127,655
            )Net
      loss
            
            $
            (67,925
            )
            
            $
            (209,431
            )
            
            $
            (580,210
            )
            
            $
            (436,919
            )Net
      loss per common share – basic and diluted
            
            $
            -
            
            
            $
            (0.02
            )
            
            $
            (0.03
            )
            
            $
            (0.04
            )*
      Weighted average of common shares – basic and diluted
            
            
            18,241,581
            
            
            
            11,700,000
            
            
            
            17,847,984
            
            
            
            11,700,000




* Basic
and diluted weighted average number of shares outstanding are equivalent because
the effect of dilutive securities is anti-dilutive.





See
accompanying notes to condensed consolidated financial statements.




-2-





AXIOM
MANAGEMENT, INC. AND SUBSIDIARY


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007


(UNAUDITED)







2008
            
            
            2007Cash
      flows from operating activitiesNet
      loss
            
            $
            (580,210
            )
            
            $
            (436,919
            )Adjustments
      to reconcile net loss to net cash used in operating
    activitiesChanges
      in operating assets and liabilities(Increase)/decrease
      in due from factor
            
            
            (61,259
            )
            
            
            5,944(Increase)/decrease
      in accounts receivable
            
            
            34,992
            
            
            
            (144,947
            )Increase
      in other assets
            
            
            (168
            )
            
            
            (200
            )Increase
      in deposits
            
            
            -
            
            
            
            (9,115
            )Increase
      in accounts payable and accrued expenses
            
            
            84,099
            
            
            
            195,217Decrease
      in payroll liabilities
            
            
            (76,863
            )
            
            
            -Net
      cash used in operating activities
            
            
            (599,409
            )
            
            
            (390,020
            )Cash
      flows from investing activitiesPayment
      of deposit on proposed acquisition
            
            
            (50,000
            )
            
            
            -Net
      cash used in investing activities
            
            
            (50,000
            )
            
            
            -Cash
      flows from financing activitiesNet
      proceeds from private placement funding
            
            
            387,500
            
            
            
            490,000Proceeds
      from loans payable, related parties
            
            
            250,000
            
            
            
            15,000Repayments
      of loans payable, related parties
            
            
            (150,000
            )
            
            
            (125,663
            )Proceeds
      from loan payable, officers
            
            
            198,403
            
            
            
            61,258Repayments
      of loan payable, officers
            
            
            (149,200
            )
            
            
            (1,700
            )Net
      cash provided by financing activities
            
            
            536,703
            
            
            
            438,895Net
      increase (decrease) in cash & cash equivalents
            
            
            (112,706
            )
            
            
            48,875Cash
      & cash equivalents, beginning of period
            
            
            113,691
            
            
            
            12,976Cash
      & cash equivalents, end of period
            
            $
            985
            
            
            $
            61,851Supplemental
      disclosure of cash flow informationIncome
      taxes paid
            
            $
            -
            
            
            $
            -Interest
      paid
            
            $
            120,137
            
            
            $
            127,655





See
accompanying notes to condensed consolidated financial statements.




-3-





AXIOM
MANAGEMENT, INC. AND SUBSIDIARY


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


SEPTEMBER
30, 2008


(UNAUDITED)




Note
1 - Nature of Operations




Nature
of Operations




Axiom
Management, Inc. (“the Company”, “our”, “we”, “us”), formerly Princeton
Holdings, Inc. (through July 2007), formerly SkyFrames Communications, Inc.
(through June 2007), formerly Action Industries, Inc. (through January 2007) was
incorporated under the laws of the State of Pennsylvania.  The Company
operates as a holding company.




On July
30, 2007, the Company entered into an agreement with Axiom Staff Management,
Inc. (Axiom Staff) whereby 100% of the issued and outstanding shares of Axiom
Staff were exchanged for 11,700,000 shares of the Company.  As a
result, Axiom Staff became a wholly owned subsidiary of the
Company.




For
accounting purposes, this transaction has been accounted for as a reverse
merger, since the stockholders of Axiom Staff own a majority of the issued and
outstanding shares of common stock of the Company, and the directors and
executive officers of Axiom Staff became the directors and executive officers of
the Company. This acquisition was accounted for at historical cost in a manner
similar to that in pooling of interests method since after the acquisition, the
former shareholders of Axiom Staff acquired majority of the outstanding shares
of the Company. The financial statements of the legal acquirer are not
significant; therefore, no pro forma financial information is submitted. Thus,
the historical financial statements are those of "Axiom Staff Management, Inc.
& Subsidiary".




Axiom
Staff Management, Inc. was incorporated under the laws of the State of Nevada on
August 13, 2003. Axiom Staff is a full-service staff recruitment company that
ranges from order fulfillment to human resource management.




Coastal
Employment, Inc. (Coastal) was incorporated under the laws of the State of
California on September 7, 2006. Coastal is a full-service employment, staff
recruitment and human resource management company.
Coastal’s   main clients are logistics providers, clerical,
technical, manufacturing, medical and light industries.




On
November 1, 2006, the sole shareholder of Coastal entered into an agreement with
Axiom Staff whereby 100% of the issued and outstanding shares of Coastal were
acquired for $25,000 bonus and 500,000 shares of Axiom Staff. As a result,
Coastal became a wholly owned subsidiary of Axiom Staff. Coastal had
insignificant operations as of the date of acquisition and the purchase
consideration was treated as a deemed dividend to the shareholder as the prior
shareholder is related to the officer, director and major shareholder of
Axiom.




On
December 12, 2007, the Company signed an agreement with an officer and
effectively separated from Axiom Staff Management, Inc. Per the agreement, the
officer assumed certain liabilities in exchange for 100% of Axiom Staff’s issued
and outstanding stock, and the Company retained certain liabilities and 100% of
Coastal’s issued and outstanding stock. As a result of the separation, the
Company recorded an approximately $1.2 million increase in additional paid-in
capital for the net liabilities disposed of. The officer resigned from the
office of the Company subsequent to the completion of the transaction. The
business operations of Axiom Staff were transferred to the Company and are
carried on by the Company.




Principles
of Consolidation




The
consolidated financial statements include the accounts of Axiom Management, Inc.
and its wholly-owned subsidiaries, Axiom Staff Management, Inc., (through
December 12, 2007) and Coastal Employment, Inc.




All
material inter-company accounts and transactions have been
eliminated.




-4-




Preparation
of Interim Condensed Financial Statements




The
accompanying unaudited consolidated financial statements have been prepared by
the Company pursuant to the rules and regulations of the Securities and Exchange
Commission (the "SEC") Form 10-Q and Regulation S-X, and Generally Accepted
Accounting Principles for interim financial reporting. The consolidated
financial statements include the accounts of the Company. The information
furnished herein reflects all adjustments consisting of normal recurring
accruals and adjustments) which are, in the opinion of management, necessary to
fairly present the operating results for the respective periods. Certain
information and footnote disclosures normally present in annual consolidated
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been omitted pursuant to such
rules and regulations. These consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and footnotes for
the year ended December 31, 2007 included in the Company's Annual Report on Form
10. The results of the nine month period ended September 30, 2008 are not
necessarily indicative of the results to be expected for the full year ending
December 31, 2008.




Note
2 - Summary of Significant Accounting Policies




Use
of Estimates




The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States (“GAAP”) requires management to make
certain 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. Significant estimates include collectibility of accounts receivable,
accounts payable, sales returns and recoverability of long-term
assets.




Basic
and Diluted Income (Loss) Per Share




Net loss
per share is calculated in accordance with the Statement of financial accounting
standards No. 128 (SFAS No. 128), "Earnings per share". Basic net loss per share
is based upon the weighted average number of common shares outstanding. Diluted
net loss per share is based on the assumption that all dilutive convertible
shares and stock options were converted or exercised. Dilution is computed by
applying the treasury stock method. Under this method, options and warrants are
assumed to be exercised at the beginning of the period (or at the time of
issuance, if later), and as if funds obtained thereby were used to purchase
common stock at the average market price during the period.




Weighted
average number of shares used to compute basic and diluted loss per share is the
same in these financial statements since the effect of dilutive securities is
anti-dilutive.




Concentration
of Credit Risk




Financial
instruments that potentially subject the Company to concentrations of credit
risk are cash, accounts receivable and other receivables arising from its normal
business activities. The Company places its cash in what it believes to be
credit-worthy financial institutions. The Company has a diversified customer
base. The Company controls credit risk related to accounts receivable through
credit approvals, credit limits and monitoring procedures. The Company routinely
assesses the financial strength of its customers and, based upon factors
surrounding the credit risk, establishes an allowance, if required, for
uncollectible accounts and, as a consequence, believes that its accounts
receivable credit risk exposure beyond such allowance is limited.




Risks
and Uncertainties




The
Company is subject to substantial risks from, among other things, intense
competition associated with the industry in general, other risks associated with
financing, liquidity requirements, rapidly changing customer requirements,
limited operating history and the volatility of public markets.




Contingencies




Certain
conditions may exist as of the date the financial statements are issued, which
may result in a loss to the Company but which will only be resolved when one or
more future events occur or fail to occur. The Company’s management and legal
counsel assess such contingent liabilities, and such assessment inherently
involves an exercise of judgment. In assessing loss contingencies related to
legal proceedings that are pending against the Company or unasserted claims that
may result in such proceedings, the Company’s legal counsel evaluates the
perceived merits of any legal proceedings or unasserted claims as well as the
perceived merits of the amount of relief sought or expected to be
sought.




-5-




If the
assessment of a contingency indicates that it is probable that a material loss
has been incurred and the amount of the liability can be estimated, then the
estimated liability would be accrued in the Company’s financial
statements.  If the assessment indicates that a potential material
loss contingency is not probable but is reasonably possible, or is probable but
cannot be estimated, then the nature of the contingent liability, together with
an estimate of the range of possible loss if determinable and material would be
disclosed.




Loss
contingencies considered to be remote by management are generally not disclosed
unless they involve guarantees, in which case the guarantee would be
disclosed.




Note
3 - Recent Accounting Pronouncements




In
September 2006, FASB issued SFAS 158 ‘Employers’ Accounting for Defined Benefit
Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87,
88, 106, and 132(R). This Statement improves financial reporting by requiring an
employer to recognize the over funded or under funded status of a defined
benefit postretirement plan (other than a multiemployer plan) as an asset or
liability in its statement of financial position and to recognize changes in
that funded status in the year in which the changes occur through comprehensive
income of a business entity or changes in unrestricted net assets of a
not-for-profit organization. This Statement also improves financial reporting by
requiring an employer to measure the funded status of a plan as of the date of
its year-end statement of financial position, with limited exceptions. An
employer with publicly traded equity securities is required to initially
recognize the funded status of a defined benefit postretirement plan and to
provide the required disclosures as of the end of the fiscal year ending after
December 15, 2006. An employer without publicly traded equity securities is
required to recognize the funded status of a defined benefit postretirement plan
and to provide the required disclosures as of the end of the fiscal year ending
after June 15, 2007. However, an employer without publicly traded equity
securities is required to disclose the following information in the notes to
financial statements for a fiscal year ending after December 15, 2006, but
before June 16, 2007, unless it has applied the recognition provisions of this
Statement in preparing those financial statements:




1.
            A
      brief description of the provisions of this
  Statement




2.
            The
      date that adoption is required




3.
            The
      date the employer plans to adopt the recognition provisions of this
      Statement, if earlier.




The
requirement to measure plan assets and benefit obligations as of the date of the
employer’s fiscal year-end statement of financial position is effective for
fiscal years ending after December 15, 2008. Management is currently evaluating
the effect of this pronouncement on the consolidated financial
statements.




In
February 2007, FASB issued FASB Statement No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities”. FAS 159 is effective for fiscal
years beginning after November 15, 2007. Early adoption is permitted subject to
specific requirements outlined in the new statement. Therefore, calendar-year
companies may be able to adopt FAS 159 for their first quarter 2007 financial
statements. The new statement allows entities to choose, at specified election
dates, to measure eligible financial assets and liabilities at fair value that
are not otherwise required to be measured at fair value. If a company elects the
fair value option for an eligible item, changes in that item's fair value in
subsequent reporting periods must be recognized in current earnings. FAS 159
also establishes presentation and disclosure requirements designed to draw
comparison between entities that elect different measurement attributes for
similar assets and liabilities. Management is currently evaluating the effect of
this pronouncement on the consolidated financial statements.




In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements”. This Statement amends ARB 51 to establish
accounting and reporting standards for the noncontrolling (minority) interest in
a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a
noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. SFAS No. 160 is effective for the Company’s fiscal year
beginning October 1, 2009. Management is currently evaluating the effect of this
pronouncement on the financial statements.




-6-




In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. This
Statement replaces SFAS No. 141, Business Combinations. This Statement retains
the fundamental requirements in Statement 141 that the acquisition method of
accounting (which Statement 141 called the purchase method) be used for all
business combinations and for an acquirer to be identified for each business
combination. This Statement also establishes principles and requirements for how
the acquirer: a) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree; b) recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase and c) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. SFAS No.
141(R) will apply prospectively to business combinations for which the
acquisition date is on or after Company’s fiscal year beginning October 1, 2009.
While the Company has not yet evaluated this statement for the impact, if any,
that SFAS No. 141(R) will have on its financial statements, the Company will be
required to expense costs related to any acquisitions after September 30,
2009.




In March,
2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative
Instruments and Hedging Activities”. The new standard is intended to improve
financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity’s financial position, financial performance, and cash
flows. It is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. The new standard also improves transparency about the location and
amounts of derivative instruments in an entity’s financial statements; how
derivative instruments and related hedged items are accounted for under
Statement 133; and how derivative instruments and related hedged items affect
its financial position, financial performance, and cash flows. FASB Statement
No. 161 achieves these improvements by requiring disclosure of the fair values
of derivative instruments and their gains and losses in a tabular format. It
also provides more information about an entity’s liquidity by requiring
disclosure of derivative features that are credit risk–related. Finally, it
requires cross-referencing within footnotes to enable financial statement users
to locate important. Based on current conditions, the Company does not expect
the adoption of SFAS 161 to have a significant impact on its results of
operations or financial position.




In May of
2008, FSAB issued SFASB No.162, The Hierarchy of Generally Accepted Accounting
Principles. The pronouncement mandates the GAAP hierarchy reside in the
accounting literature as opposed to the audit literature. This has the practical
impact of elevating FASB Statements of Financial Accounting Concepts in the GAAP
hierarchy. This pronouncement will become effective 60 days following SEC
approval. The company does not believe this pronouncement will impact its
financial statements.




In May of
2008, FASB issued SFASB No. 163, Accounting for Financial Guarantee Insurance
Contracts-an interpretation of FASB Statement No. 60. The scope of the statement
is limited to financial guarantee insurance (and reinsurance) contracts. The
pronouncement is effective for fiscal years beginning after December 31, 2008.
The Company does not believe this pronouncement will impact its financial
statements.




Note
4 - Going Concern




The
accompanying consolidated financial statements have been prepared in conformity
with generally accepted accounting principles which contemplate continuation of
the company as a going concern. However, the Company has incurred net operating
losses of $580,210 and $436,919 during the nine months ended September 30, 2008
and 2007, respectively, and the Company's operations do not generate sufficient
cash to cover its operating costs. In view of the matters described above,
recoverability of a major portion of the recorded asset amounts shown in the
accompanying consolidated balance sheet is dependent upon continued operations
of the Company, which in turn is dependent upon the Company’s ability to raise
additional capital, obtain financing and succeed in its future operations, the
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.




Management
has taken certain restructuring steps to provide the necessary capital to
continue its operations. These steps included: 1) acquire profitable operations
through issuance of equity instruments; and 2) to continue actively seeking
additional funding and restructure the acquired subsidiaries to increase profits
and minimize the liabilities.




-7-




Furthermore,
the Company is planning to purchase an additional subsidiary operating company
which will add revenues to the Company.




Note
5 - Accounts Receivable




Accounts
receivables of $15,053 and $50,045 as of September 30, 2008 and December 31,
2007, respectively, comprise of the non- factored receivables of the Company.
These receivables are cash on delivery customers and are not factored. The
Company invoices the customers and gets paid upfront at the time of delivery of
checks to the employees.




Management
determines the adequacy of the allowance for doubtful debts based on historical
write-off percentages and information collected from individual customers. At
September 30, 2008 and December 31, 2007 management determined all accounts
receivable were fully collectible, as such the balance of the allowance for
doubtful accounts is $0 at September 30, 2008 and December 31,
2007.




Note
6-Due from Factor




Pursuant
to the terms of an agreement between the Company and a factor, the Company sells
a majority of its trade accounts receivable to the factor on a pre-approved,
recourse basis.  The Company maintains all credit risk on accounts
sold to the factor with recourse. The price at which the accounts are sold is
the invoice amount reduced by the factor commission (3.25% of the invoice
amount) and all selling discounts. As of September 30, 2008 and December 31,
2007, recourse receivables totaled $187,285 and $126,026,
respectively.




The
Company’s obligations with respect to advances from the factor are limited to
the interest charges thereon. The factoring agreement can be terminated by the
factor on 30-days written notice.




The
status of the Company’s factors receivables are as follows:




September
      30, 2008
            
            
            December
      31, 2007Receivables
      assigned to factor:Recourse
            
            $
            449,632
            
            
            $
            745,222Advances
      received
            
            
            (291,262
            )
            
            
            (648,111
            )Reserves
      held
            
            
            28,915
            
            
            
            28,915Due
      from factor, net
            
            $
            187,285
            
            
            $
            126,026





Note
7 - Accounts Payables and Accrued Expenses




Accounts
payable and accrued expenses comprised of the following:




September
      30, 2008
            
            
            December
      31, 2007Accounts
      payables
            
            $
            228,631
            
            
            $
            108,057Accrued
      compensation
            
            
            -
            
            
            
            42,700Revolving
      credit cards
            
            
            85,620
            
            
            
            98,572Total
            
            $
            313,891
            
            
            $
            249,329





Note
8 - Loans Payable




Related
Parties




On
September 15, 2006, the Company entered into a loan agreement with a related
party and received $100,000.  The interest rate on the loan was 25%
but reduced to 20% as of September 30, 2008. Interest only payments are due
monthly and all accrued and unpaid interest and principal is due on demand. The
balance of the loan at December 31, 2007 was $100,000. $50,000 was repaid during
the nine months ended September 30, 2008 and the balance of loan as on that date
is $50,000.




On
September 21, 2006, the Company entered into a loan agreement with a related
party and received $176,800. The interest rate on the loan was 25% but reduced
to 20% as of September 30, 2008. Interest only payments are due monthly and all
accrued and unpaid interest and principal is due on demand.  The
balance of the loan at December 31, 2007 and September 30, 2008 was
$76,800.




-8-




On April
2, 2007, the Company entered into a loan agreement with a related party and
received $100,000. On September 1, 2007, the debt was converted into 100,000
shares of the Company’s common stock. The shares were issued in January
2008.




Officers




From time
to time the Company receives advances from officers.  These advances
are non-interest bearing and are due upon demand.  The balance of the
loans at September 30, 2008 and December 31, 2007 were $141,529 and $92,326,
respectively.




Note
9 - Common Stock




On
January 11, 2008, the Company issued 100,000 shares of the Company’s common
stock in payment of a loan agreement the Company entered into on April 2, 2007
with a related party, Albert Clapp, for a loan of $100,000. On September 1,
2007, the debt was converted into 100,000 shares of the Company’s common stock.
No loss on settlement of debt was recorded as this was a transaction with a
related party and was treated as a capital contribution.




On
January 11, 2008, the Company issued 1,991,000 shares of its common stock in
connection with a private placement which the Company started in December 2007.
The issuance represents 995,500 units of the private placement. Each unit
comprised of one share of restricted stock and one share of unrestricted stock
and one warrant. The Company has received $807,500, net of expenses, as of
September 30, 2008 for this private placement. $420,000 of this amount was
collected during the year ended December 31, 2007.




On
January 11, 2008, the Company issued 100,000 shares of its common stock to an
officer of the Company in exchange for the officer agreeing to hold the position
with the Company. The shares were valued at the fair market value of $145,000 at
the time of agreement during the year ended December 31, 2007 and the
corresponding expense was recorded in the same period.




On
January 11, 2008 the Company issued 650,000 shares of its common stock to three
consulting firms for services rendered during the year ended December 31, 2007.
The shares were valued at the fair market value of $942,500 at the time of
agreement during the year ended December 31, 2007 and the corresponding expense
was recorded in the same period.




On
January 11, 2008, the Company issued 500,000 shares of its common stock to the
prior shareholder of Coastal for the shares relinquished in Coastal. This was
treated as a deemed dividend as the prior shareholder is related to an officer
and director of the Company. The dividend was recorded in the year ended
December 31, 2007.




Note
10 - Commitments and Contingencies




Lease
Agreements




The
Company leases three office facilities under lease agreements that require
monthly payments ranging from $850 to $2,529. The leases expire August 31, 2008
(with automatic renewal), August 31, 2008 (then continuing on a month to month
basis) and October 31, 2009. Total rent expense for the nine months ended
September 30, 2008 and 2007 was $45,862 and $31,230. Future minimum lease
payments are as follows:




September
      30, 2009
            
            $
            41,441September 30,
      2010
            
            
            17,705$
            59,146





Contingencies




On
December 12, 2007 the Company signed an agreement with an officer and
effectively disposed off Axiom Staff.  Per the agreement, the officer
acquired 100% outstanding shares of Axiom Staff along with the payroll and
workers compensation liability of $1.2 million payable by Axiom at the date of
disposal. The officer resigned from the office of the Company on the completion
of the transaction. However, if the ex- officer is unable to pay for the
liabilities, then the IRS and workmen’s compensation department might demand the
liability from the Company.




-9-




Item 2.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations




You
should read this section together with our financial statements and related
notes thereto included elsewhere in this report. In addition to the historical
information contained herein, this report contains forward-looking statements
that are subject to risks and uncertainties. Forward-looking statements are not
based on historical information but relate to future operations, strategies,
financial results or other developments. Forward-looking statements are
necessarily based upon estimates and assumptions that are inherently subject to
significant business, economic and competitive uncertainties and contingencies,
many of which are beyond our control and many of which, with respect to future
business decisions, are subject to change. Certain statements contained in this
Quarterly Report on Form 10-Q, including, without limitation, statements
containing the words "believe," "anticipate," "estimate," "expect," "are of the
opinion that" and words of similar import, constitute "forward-looking
statements." You should not place any undue reliance on these forward-looking
statements.




You
should be aware that our results from operations could materially be effected by
a number of factors, which include, but are not limited to the following:
economic and business conditions specific to the employment services industry;
competition and the pricing and of services offered by us and our competitors;
changes in customer attitudes toward the use of staffing services; our ability
to control costs and expenses, and access to capital. There may be other factors
not mentioned above or included elsewhere in this report that may cause actual
results to differ materially from any forward-looking information.




OVERVIEW AND
BACKGROUND




We
operate as a full service employment services company headquartered in
Montebello, California.  We provide employee management, risk
management, and workers compensation insurance and our services range from order
fulfillment to human resource management.




The
Company is structured as a holding company, and as a holding company, the
Company’s operations are conducted through its subsidiary operating
companies.   We formerly managed our employment services business
through Axiom Staff Management, Inc. (“Axiom Staff”) and its subsidiary Coastal
Employment,
Inc.  (“Coastal”).   As  described in greater
detail below, in December 2007, the Company divested its interests in Axiom
Staff, while retaining its interest in Coastal.




We
currently operate our employment services business through
Coastal.  Coastal is a full-service employment, staff recruitment and
human resource management company.  Coastal’s main clients are
logistics providers, clerical, technical, manufacturing, medical and light
industries.




A more
detailed description of our services through Coastal is as follows:





•
            
            Permanent, temporary and
      contract recruitment – We find the best people for all types of
      jobs in the logistic industry at both the general staffing and
      professional levels. The positions we fill positions from general labor,
      forklift drivers, and supervisors in the warehouse
      operations.  In the office we fill positions from clerical to
      accounts receivable; and from data entry to supervisory positions. Our
      fees for this service are based upon a general mark up that would include
      the employee’s salary, workers compensation, and our
  fee.





•
            
            Employee assessment and
      selection– We provide a wide array of assessments to validate
      candidate skills and ensure a good fit between the client and the
      employee, which leads to higher employee retention rates. We provide
      background checks, document verification, forklift certification and
      general office skill testing.  Additional services such as
      extensive background checks for criminal activity, safety training courses
      for large groups can also be arranged at the customer’s
      request.





•
            
            Human Resource Administration
      Services – We support and provide solutions to our customers
      existing human resource departments as it pertains to our temporary
      employees on assignment with the customer. We provide all employer
      services such as hiring, training, disciplinary and firing in regards to
      our temporary staff on assignment with our customers. We also provide
      payroll services and tax payment services for our employees assigned to
      our customers.





•
            
            Risk Management
      Solutions –Through our Risk Management services, we help clients
      maximize the return on their human capital investments while assisting
      individuals to achieve their full potential. We provide a full range of
      risk management services ranging from facility walk through, forklift
      training, and train the trainer on safety.  Our facility walk
      throughs are designed to help our customers meet all requirements as set
      by the California Division of Occupational Safety and Health (CAL
      OSHA).




-10-




Axiom
Staff




We
formerly operated our employment services through our subsidiary Axiom Staff
Management, Inc. (“Axiom Staff”).  Axiom Staff was incorporated under
the laws of the State of Nevada on August 13, 2003. Axiom Staff was a
full-service staff recruitment company that offered services ranging from order
fulfillment to human resource management.  During mid-2006, Axiom
Staff decided to go into the area of risk management.   In order to
avoid potential conflicts of interest related to these risk management services
and their other employment services, Coastal was formed.  Coastal was
incorporated under the laws of the State of California on September 7,
2006.   On November 1, 2006, the sole shareholder of Coastal, who
is also the wife of Mr. James Clapp, entered into an agreement with Axiom Staff
whereby Axiom Staff was to receive 100% of the issued and outstanding shares of
Coastal.  As a result, Coastal became a wholly owned subsidiary of
Axiom Staff.





On July
30, 2007, the Company entered into an agreement with Axiom Staff whereby 100% of
the issued and outstanding shares of Axiom Staff were exchanged for 11,700,000
shares of common stock of the Company.  As a result, Axiom Staff
became a wholly owned subsidiary of the Company, and Coastal became an indirect
subsidiary of the Company through the Company’s ownership of Axiom
Staff.





For
accounting purposes, this transaction has been accounted for as a reverse
merger, since the stockholders of Axiom Staff own a majority of the issued and
outstanding shares of common stock of the Company, and the directors and
executive officers of Axiom Staff became the directors and executive officers of
the Company. This acquisition was accounted for at historical cost in a manner
similar to that in pooling of interests method since after the acquisition, the
former shareholders of Axiom Staff acquired majority of the outstanding shares
of the Company. The financial statements of the legal acquirer are not
significant; therefore, no pro forma financial information is submitted. Thus,
the historical financial statements are those of Axiom Staff.





On December 12, 2007, the Company
entered into an agreement with Mr. Pete Morales, an officer of the Company at
the time, whereby Mr. Morales would receive 100% of the issued and outstanding
common stock of Axiom Staff in exchange for his assumption of certain
liabilities of Axiom Staff and his resignation from the Company, and the Company
would retain certain liabilities of Axiom Staff and would become the direct
owner of 100% of the issued and outstanding common stock of Coastal (the “Axiom
Staff Sale”).




As a
result of the Axiom Staff Sale, the Company retained its interests in Coastal,
and its employment, staff recruitment and human resource management operations,
but divested its interest in Axiom Staff, and its risk management
operations.  The result of the above transaction eliminated the risk
management division and has forced  the Company to outsource such
services.




RESULTS OF
OPERATIONS




THE
FOLLOWING IS A COMPARISON OF OUR RESULTS OF OPERATIONS OF THE THREE MONTHS ENDED
SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007




Select
Financial Information





For
      the Three Months Ended September 30,2008
            
            
            2007Revenues
            
            $
            1,301,199
            
            
            $
            2,219,670Cost
      of revenues
            
            
            1,149,246
            
            
            
            2,021,511Gross
      profit
            
            
            151,953
            
            
            
            198,159Total
      expenses
            
            
            219,878
            
            
            
            407,590Net
      loss after taxes
            
            $
            (67,925
            )
            
            $
            (209,431
            )Net
      loss per share
            
            $
            -
            
            
            $
            (0.02
            )Total
      assets
            
            $
            267,050
            
            
            $
            273,160Total
      liabilities
            
            $
            781,447
            
            
            $
            1,871,278Total
      shareholder deficit
            
            $
            (514,397
            )
            
            $
            (1,598,118
            )




-11-




Revenues




Revenues
for the three months ended September 30, 2008 were $1,301,199 as compared to
$2,219,670 during the three months ended September 30, 2007. This is a decrease
of $918,471. This decrease was primarily the result of a decrease of our
customer’s business.




Cost
of Revenues




Cost of
revenues for the three months ended September 30, 2008 were $1,149,246 or 88.3%
of revenues. This is compared to cost of revenues for the three months ended
September 30, 2007 of $2,021,511 or 91.1% of revenues. The decrease in the
amount of $872,265 is a direct result of the decrease in revenues. The decrease
of 2.8% of revenues is primarily the result of an increase in workers’
compensation expense and related employee benefits.




Expenses




General
and administrative expenses for the three months ended September 30, 2008 were
$177,658 as compared to $276,626 during the three months ended September 30,
2007. This is a decrease of $98,968.  The decrease is the result of
cost savings the Company implemented.




Professional
fees for the three months ended September 30, 2008 were $5,906 as compared to
$81,553 for the three months ended September 30, 2007. This decrease of $75,647
is the result of decreased legal and accounting services required in fulfilling
various reporting requirements.




Interest
Expense




Interest
expense during the three months ended September 30, 2008 was $36,314 as compared
to $49,411 during the three months ended September 30, 2007. This
decrease  of  $13,097  is primarily the result of
the increased interest rates and points added to the a loan with Mr. James
Clapp, our Chief Executive Officer, in order to extend the due date, as well as
a change in our factoring agreement.




Net
Loss




As a
result of the aforementioned increase in workers compensation expenses, related
employee benefits, cost savings, decrease in legal and accounting services
required in reporting requirements our net loss was $(67,925) and $(209,431) for
the three months ended September 30, 2008 and 2007, respectively.




THE
FOLLOWING IS A COMPARISON OF OUR RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007




Select
Financial Information





For
      the Nine Months Ended September 30,2008
            
            
            2007Revenues
            
            $
            3,953,162
            
            
            $
            4,625,738Cost
      of revenues
            
            
            3,599,663
            
            
            
            4,159,804Gross
      profit
            
            
            353,499
            
            
            
            465,934Total
      expenses
            
            
            933,709
            
            
            
            902,853Net
      loss after taxes
            
            $
            (580,210
            )
            
            $
            (436,919
            )Net
      loss per share
            
            $
            (0.03
            )
            
            $
            (0.04
            )Total
      assets
            
            $
            267,050
            
            
            $Total
      liabilities
            
            $
            781,447
            
            
            $Total
      shareholder deficit
            
            $
            (514,397
            )
            
            $




-12-




Revenues




Revenues
for the nine months ended September 30, 2008 were $3,953,162 as compared to
$4,625,738 during the nine months ended September 30, 2007. This is a decrease
of $672,576. This decrease was primarily the result of an increase in
rates, and the decrease of our customer base.




Cost
of Revenues




Cost of
revenues for the nine months ended September 30, 2008 were $3,599,663 or 91.1%
of revenues. This is compared to cost of revenues for the nine months ended
September 30, 2007 of $4,159,804 or 89.9% of revenues. The decrease in the
amount of $560,141 is a direct result of the decrease in revenues. The decrease
of 1.2% of revenues is primarily the result of an increase in workers’
compensation expense and related employee benefits.




Expenses




General
and administrative expenses for the nine months ended September 30, 2008 were
$614,054 as compared to $638,207 during the nine months ended September 30,
2007. This is a decrease of $24,153.  The decrease is the result of
cost savings the Company implemented.




Professional
fees for the nine months ended September 30, 2008 were $199,518 as compared to
$136,991 for the nine months ended September 30, 2007. This increase of $65,527
is the result of increased legal and accounting services required in fulfilling
various reporting requirements.




Interest
Expense




Interest
expense during the nine months ended September 30, 2008 was $120,137 as compared
to $127,655 during the nine months ended September 30, 2007. This
decrease  of $7,518 is primarily the result of the increased interest
rates and points added to the a loan with Mr. Clapp, our Chief Executive
Officer, in order to extend the due date, as well as a change in our factoring
agreement.




Net
Loss




As a
result of the aforementioned increase in workers compensation expenses, related
employee benefits, cost savings, decrease in legal and accounting services
required in reporting requirements, our net loss was $(580,210) and $(436,919)
for the nine months ended September 30, 2008 and 2007,
respectively.




LIQUIDITY
AND CAPITAL RESOURCES




Cash
and Cash Equivalents




At
September 30, 2008, we had $985 in cash and cash equivalents. We expect the
funds from operations will not provide us with sufficient capital to fund our
continuing operations for the foreseeable future. Instead, we will be required
to increase borrowings or raise funds through the offering of private
placements, until such time cash flows from operations support current
operations as well as servicing our debt. In addition, from time to time we
borrow funds from Mr. James Clapp, CEO, to cover current operational
requirements.




Operating
Activities




Net cash
used by operating activities during the nine months ended September 30, 2008 was
$599,409 compared to net cash used by operating activities of $390,020 for the
nine months ended September 30, 2007. The increase in cash used by operating
activities was due to increased legal and accounting services required in
fulfilling various reporting requirements. The cash used by operating activities
during the nine months ended September 30, 2008 primarily
included  increased legal and accounting services required in
fulfilling various reporting requirements, as well as promoting the company’s
image. The cash used by operating activities during the nine months ended
September 30, 2007 primarily included increased legal and accounting services
required in fulfilling various reporting requirements.




-13-




Investing
Activities




Net cash
used by investing activities was $50,000 during the nine months ended September
30, 2008 due to holding an offer to purchase a company for an additional four
months, which we did not purchase in the end.  There were no investing
activities during the three months ended September 30, 2007.




Financing
Activities




Net cash
provided by financing activities was $536,703 during the nine months ended
September 30, 2008 as compared to $438,895 during the nine months ended
September 30, 2007. During the nine months ended September 30, 2008, we received
$387,500 in proceeds from the private placement, $250,000 in proceeds from a
related party loan, and $198,403 in proceeds from loans from
officers.  We repaid $150,000 on our related party loan and $149,200
on our loans from officers.  During the nine months ended September
30, 2007, we received $490,000 in proceeds from the private placement, $15,000
in proceeds from a related party loan, and $61,258 in proceeds from an officer
loan.  We repaid $125,663 on our related party loan and $1,700 on our
loan from an officer.




Future
Capital Needs




Our total
debt as of September 30, 2008 was $781,447 and we had a working capital deficit
of $514,397. At September 30, 2008, our debt consisted of $333,428 of accounts
payable and accrued expenses, $29,690 of accrued payroll and payroll taxes,
$276,800 of related party loans payable, and $141,529 of loans payable to
officers, due to Mr. Clapp, the Company’s Chief Executive Officer and to Mr.
Gjonbalaj, the Company’s Vice President. The accounts payable, accrued expenses,
accrued payroll and payroll taxes are payable in the near term and we use our
current revenues to manage these payments. The related party loans payable and
the loans due to officers range from interest-free to 20% interest and are due
upon demand.




Capital
Commitments




We
currently have no material commitments at this time to acquire any significant
capital equipment.




Off-Balance
Sheet Arrangements




As of
September 30, 2008, we do not have any off-balance sheet arrangements or
obligations, including contingent obligations.




Item
      3.
            Quantitative
      and Qualitative Disclosures About Market
Risk




Not
applicable.




Item
      4.
            Controls
      and Procedures




We
maintain disclosure controls and procedures (as defined in Rule 13a-15(e) of the
Securities Exchange Act of 1934 (the “Exchange Act”)) that are designed to
assure that information required to be disclosed in our Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s rules and forms, and that such
information is accumulated and communicated to management, including the Chief
Executive Officer and Chief Financial Officer (the same person has both titles),
as appropriate, to allow timely decisions regarding required
disclosures.




In
designing and evaluating the disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and
operated, can provide reasonable assurance only of achieving the desired control
objectives, and management necessarily is required to apply its judgment in
weighing the costs and benefits of possible new or different controls and
procedures.  Limitations are inherent in all control systems, so no
evaluation of controls can provide absolute assurance that all control issues
and any fraud within the company have been detected.




-14-




As
required by Exchange Act Rule 13a-15(b), as of the end of the period covered by
this report, management, under the supervision and with the participation of our
Chief Executive Officer and Chief Financial Officer (the same person has both
titles), evaluated the effectiveness of our disclosure controls and
procedures.  Based on this evaluation, management concluded that our
disclosure controls and procedures were effective as of that date.




There was
no change in our internal control over financial reporting during our most
recently completed fiscal quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.




PART
II.


OTHER
INFORMATION




Item
1.  Legal Proceedings




None.




Item
1A.  Risk Factors




Not
applicable.




Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds




None.




Item
3.  Defaults upon Senior Securities




None.




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




None.




Item
5.  Other Information




None.




Item
6.  Exhibits




See
Exhibit Index Attached.




-15-




SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.




Date:
      March 31, 2009
            /s/ James ClappName: James
      Clapp
              Title:Chief
      Executive Officer





-16-




EXHIBIT
INDEX




Exhibit
              Number
            Exhibit
      Description31.1
            Certification
      Pursuant to SEC Rule 13a-14(a)/15d-14(a)32.1
            Certification
      Pursuant to 18 U.S.C. § 1350




-17-