Allegiant Professional Business Services (APRO) 8-K Entry into a Material Definitive Agreement

TRADESHOWS PRODUCTS, INC.

UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED FINANCIAL INFORMATION

Basis of Presentation

On December 3, 2007,  TradeShow Products, Inc (“The Company”) entered into an Agreement and Plan of Reorganization (the “Plan of Reorganization”) with Focus Views, Inc. (“Focus Views”), a Delaware corporation and each of the shareholders of Focus Views (the “Focus Views Shareholders”).  The closing of the transaction took place on December 3, 2007 (the “Closing Date”) and resulted in the acquisition of Focus Views (the “Acquisition”).  Pursuant to the terms of the Plan of Reorganization, The Company acquired all of the outstanding capital stock and ownership interests of Focus Views (the “Interests”) from the Focus Views Shareholders for an aggregate of 79,000,000 shares, or 79% of the Company’s common stock.

Under the Share Exchange Agreement, at the Closing on December 3, 2007, the authorized capital stock consists of 980,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share.  Immediately prior to Closing, TPI had 45,500,000 shares of common stock issued and outstanding.  Pursuant to the Plan of Reorganization, certain shareholders of TPI agreed to cancel 23,275,000 shares of TPI common stock and TPI agreed to issue an additional 79,000,000 shares of common stock to entities designated by FV-Delaware.  As of December 3, 2007 and immediately after Closing, an aggregate of 101,225,000 shares of Common Stock were outstanding, including shares issued pursuant to the Closing.  Generally accepted accounting principles require that the company whose shareholders retain the majority interest in a combined business be treated as the acquirer for accounting purposes, resulting in a reverse acquisition. Accordingly, the share exchange transaction has been accounted for as a recapitalization of the Company.

The unaudited pro forma condensed consolidated statements of income (loss) combine the historical condensed consolidated statements of income (loss) of the Company and Focus Views, giving effect to the share exchange and other related events as if it had occurred on October 1, 2006. The unaudited pro forma condensed consolidated balance sheet combines the historical condensed consolidated balance sheets of the Company and Focus Views, giving effect to the share exchange and other related events as if it had been consummated on September 30, 2007. These unaudited pro forma condensed consolidated financial statements have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which actually would have resulted had the transaction occurred on the date indicated and are not necessarily indicative of the results that may be expected in the future.

TRADESHOW PRODUCTS, INC. AND SUBSIDIARY
PRO-FORMA CONSOLIDATING BALANCE SHEETS
SEPTEMBER 30, 2007
ASSETS
	TradeShow Products, Inc.			Focus Views, Inc					Pro Forma Adjustments			Pro Forma Amount
Current assets:
Cash	$	738		$	22,312							$	23,050
Stock subscription receivable		-			9,550								9,550
Total current assets		738			31,862								32,600
Property and equipment, net		-			760								760
	$	738		$	32,622							$	33,360
Current liabilities:
Notes Payable	$	-		$	32,500							$	32,500
Due to affilated companu		-			109,552								109,552
Accrued expenses		1,250			147,500								148,750
Total current liabilities		1,250			289,552								290,802
Stockholders’ deficiency:
Preferred stock:					-
Common stock		45,500			10		(2	)		(23,275	)		101,225
							(3	)		78,990
Additional paid-in capital		29,650			9,990		(1	)		(75,662	)		(91,737	)
							(2	)		23,275			-
							(3	)		(78,990	)
Accumulated deficit		(75,662	)		(266,930	)	(1	)		75,662			(266,930	)
Total stockholders’ equity (deficiency)		(512	)		(256,930	)							(257,442	)
	$	738		$	32,622							$	33,360

TRADESHOW PRODUCTS, INC. AND SUBSIDIARY
PROFORMA CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007
	TradeShow Products, Inc.			Focus Views, Inc			Pro Forma Adjustments	Pro Forma Amount
Revenues:
Revenue	$	-		$	-			$	-
Operating expenses:
General and administrative expenses		67,582			194				67,776
Rent		-			17,550				17,550
Professional fees					160,150				160,150
Depreciation & Amortization		-			628				628
Total operating expenses		67,582			178,522				246,104
(Loss) income from operations		(67,582	)		(178,522	)			(246,104	)
(Loss) income before provision for income taxes		(67,582	)		(178,522	)			(246,104	)
Provision for income taxes		-			-				-
Net loss	$	(67,582	)	$	(178,522	)		$	(246,104	)

	(1	)
Additional Paid in Capital			75,662
Accumulated Deficit				75,662
To record the elimination of Tradeshow Products Accumulated Deficit
	(2	)
Common Stock			23,275
Additional paid-in capital				23,275
To Record the retirement of 23,275,000 shares of common stock
	(3	)
Additional paid-in capital			78,990
Common stock				78,990
To record issuance of common stock to the shareholders of Focus View, Inc.

TRADESHOW PRODUCTS, INC. AND SUBSIDIARY
PRO-FORMA CONSOLIDATING BALANCE SHEETS
SEPTEMBER 30, 2006
ASSETS
	TradeShow Products, Inc.			Focus Views, Inc					Pro Forma Adjustments			Pro Forma Amount
Current assets:
Cash	$	62,070		$	6							$	62,076
Investments		5,000
Stock subscription receivable		-			9,550								9,550
Total current assets		67,070			9,556								71,626
Property and equipment, net		-			1,387								1,387
	$	67,070		$	10,943							$	73,013
Current liabilities:
Due to affilated companu	$	-		$	89,351							$	89,351
Total current liabilities		-			89,351								89,351
Stockholders’ deficiency:
Preferred stock:					-
Common stock		45,500			10		(2	)		(23,275	)		101,225
							(3	)		78,990
Additional paid-in capital		29,650			9,990		(1	)		(8,080	)		(24,155	)
							(2	)		23,275			-
							(3	)		(78,990	)
Accumulated deficit		(8,080	)		(88,408	)	(1	)		8,080			(88,408	)
Total stockholders’ equity (deficiency)		67,070			(78,408	)							(11,338	)
	$	67,070		$	10,943							$	78,013

TRADESHOW PRODUCTS, INC. AND SUBSIDIARY
PROFORMA CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 2006
	TradeShow Products, Inc.			Focus Views, Inc			Pro Forma Adjustments	Pro Forma Amount
Revenues:
Revenue	$	4,000		$	-			$	4,000
Operating expenses:
General and administrative expenses		10,330			4,365				14,695
Rent		-			28,550				28,550
Professional fees					1,025				1,025
Depreciation & Amortization		-			696				696
Total operating expenses		10,330			34,636				44,966
(Loss) income from operations		(6,330	)		(34,636	)			(40,966	)
(Loss) income before provision for income taxes		(6,330	)		(34,636	)			(40,966	)
Provision for income taxes		-			-				-
Net loss	$	(6,330	)	$	(34,636	)		$	(40,966	)

Focus Views, Inc are Financials are for the year ended December 31, 2006

	(1	)
Additional Paid in Capital			8,080
Accumulated Deficit				8,080
To record the elimination of Tradeshow Products Accumulated Deficit
	(2	)
Common Stock			23,275
Additional paid-in capital				23,275
To Record the retirement of 23,275,000 shares of common stock
	(3	)
Additional paid-in capital			78,990
Common stock				78,990
To record issuance of common stock to the shareholders of Focus View, Inc.