UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended ~~June~~December 3031, ~~2010~~2011

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

For the transition period from ______________to________________

Commission file number 000-29895

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

Nevada	98-0206542
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)


1100 Quail Street, Suite 100, Newport Beach, California	92660
(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number (858) 798-1644

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

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

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

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

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

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

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 [xX] 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. [xX]

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

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [xX]

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

~~State~~As of December 31, 2011 (the last business day of the registrant’s year -end), the aggregate market value of the ~~voting~~shares ~~and~~of ~~non-voting~~the Registrant’s common ~~equity~~stock held by non-affiliates ~~computed~~(based byupon ~~reference~~the toclosing price of such shares as quoted on the ~~price~~Electronic atBulletin ~~which~~ Board maintained by the National ~~common~~Association ~~equity~~of Securities Dealers, Inc.) was ~~last~~approximately ~~sold~~$726,409. Shares orof the ~~average~~Registrant’s ~~bid~~common ~~and~~stock ~~asked~~held ~~price~~by ofeach ~~such~~executive officer and ~~common~~director ~~equity,~~and aseach ofby ~~the~~each ~~last~~person ~~business~~who ~~day~~owns of10 ~~the~~percent ~~registrant’s~~or ~~most~~more ~~recently completed~~of ~~second~~the ~~fiscal~~outstanding common ~~quarter:~~stock ~~$8,871,271~~have ~~based~~been onexcluded ain ~~price~~that ofsuch ~~$0.36~~persons ~~per~~may ~~share, being~~be ~~the~~deemed ~~average~~to be affiliates of the ~~bid~~Registrant. ~~and~~This ~~ask~~determination ~~prices~~ of ~~the~~affiliate ~~issuer~~status onis ~~the~~not ~~Over-the-Counter~~necessarily ~~Bulletin~~a ~~Board~~conclusive ondetermination ~~June~~for ~~30,~~other ~~2010~~purposes.

~~(ISSUERS~~State ~~INVOLVED~~the INnumber ~~BANKRUPTCY~~of ~~PROCEEDINGS~~shares ~~DURING~~outstanding ~~THE~~of ~~PAST~~each ~~FIVE~~of the issuer’s ~~YEARS)~~classes of common equity, as of the latest practicable date. As of March 31, 2012, there were 49,212,123 shares of common stock, par value $0.001, outstanding

Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] N/A

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. As of September 30, 2010, there were 69,314,124 shares of common stock, par value $0.001, outstanding

DOCUMENTS INCORPORATED BY REFERENCE

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

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

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ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED JUNE 30, 2010

TABLE OF CONTENTS

	Page
PART I
ITEM 1. BUSINESS	1
ITEM 1A. RISK FACTORS	5
ITEM 1B. UNRESOLVED STAFF COMMENTS	5
ITEM 2. PROPERTIES	5
ITEM 3. LEGAL PROCEEDINGS	5
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.	5
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	5
ITEM 6. SELECTED FINANCIAL DATA	7
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	31
ITEM 9B. OTHER INFORMATION	31
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	32
ITEM 11. EXECUTIVE COMPENSATION	34
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	37
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	38
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	39
PART IV
SIGNATURES	41

PART I

Forward Looking Statements.

This annual report Form 10-K 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. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other ~~comparable~~ comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the ~~section~~ section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

risks related to the potential of delays in customer orders or the failure to retain customers;
the uncertainty of profitability based upon our history of losses;
risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned exploration and development projects;
risks related to competition;
risks related to tax attributes; and
other risks and uncertainties related to our business strategy.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.

Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to the common shares in our capital stock.

As used in this annual report, the terms “we”, “us”, “our”, the “Company” and “Smart-~~Tek~~tek” mean Smart-~~Tek~~tek Solutions Inc. and its subsidiaries, unless the context clearly requires otherwise.

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ITEM 1. BUSINESS

Present Business

Smart-tek Solutions Inc. (the “Company”) has ~~two~~employee related business lines. Through our wholly owned subsidiary Smart-~~Tek~~tek ~~Communications~~Automated Services Inc. (“~~SCI~~STASI”) we ~~specialize~~provide ~~in the~~professional ~~design~~employer ~~and~~organization ~~development of Radio Frequency Identification~~ (~~RFID~~“PEO”) ~~integration,~~ ~~monitoring~~services. In ~~and~~a ~~tracking~~PEO ~~solutions~~co-employment tocontract, ~~meet~~the ~~industry~~Company ~~demands.~~becomes ~~SCI~~the ~~operates~~employer inof ~~the business~~record offor ~~design,~~client ~~sale,~~company ~~installation~~employees’ ~~and~~for ~~service~~tax ofand ~~security~~insurance ~~technology~~purposes. The ~~with electronic~~client ~~hardware~~company ~~and~~continues ~~software~~to ~~products.~~direct ~~Our~~the ~~projects~~employees’ ~~range~~day-to-day ~~from~~activities, ~~residential~~ and ~~commercial~~the Company ~~developments~~charges toa ~~system~~service ~~upgrades~~fee ~~and~~for ~~monitoring~~providing ~~contracts~~services.

~~Through~~ On ~~our~~October ~~wholly~~1, ~~owned~~2011 ~~subsidiary~~ Smart-~~Tek~~tek ~~Automated Services~~Solutions, Inc. ~~(“STASI”)~~purchased wethe ~~provide~~assets ~~professional~~and ~~employer~~trade ~~organization~~name ~~(“PEO”) services.~~of InSolvis aMedical ~~PEO~~Group ~~co-employment~~from ~~contract~~AMERICAN MARINE, ~~the~~LLC ~~Company~~dba ~~becomes~~AMS ~~the~~OUTSCOURCING, ~~employer~~a ~~of record~~Montana ~~for~~Limited ~~client~~Liability ~~company~~Corporation. ~~employees~~This asset purchase has three distinct business’ lines: ~~for~~Solvis ~~tax~~Medical Staffing and ~~insurance purposes.~~Solvis ~~The~~Medical ~~client~~provide ~~company~~medical ~~continues~~staffing services to ~~direct~~hospitals, ~~the~~medical ~~employees’~~clinics, ~~day-to-day activities~~surgical centers, and ~~Allegiant~~skilled ~~charges~~nursing facilities; and, in certain cases, nursing care to patients in their homes. Solvis Physical Therapy, Inc. is a ~~service~~licensed ~~fee~~provider ~~for~~of ~~providing~~physical therapy services, but is currently inactive. This business is included in Smart-tek Automated Services, Inc.

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Recent Corporate Developments

Since the commencement of our fourth quarter ended June 30, 2009, we experienced the following significant corporate developments:

1. On May 29, 2009, Brian Bonar was appointed to our board of directors. Mr. Bonar has over 18 years of experience with IBM in Europe, Asia and the USA and an additional 20 years in high growth companies both private and public in various locations in the USA and the United Kingdom. From 2003 until 2006, Mr. Bonar was the Chairman and CEO of The Solvis Group, which provides staffing, PEO and ASO services to mainly the medical and call centre market segments. From September 2007 until 2009, Mr. Bonar was the President and a member of the board of directors of Allegiant Professional, a publicly traded company. Also from September 2007 until 2009, Mr. Bonar founded AMS Outsourcing, a PEO focusing mainly in the transport market place and also established an international presence in the Czech Republic and Mexico. From 2004 to 2009, he was a member of the board of directors of the following companies and organizations: The Solvis Group, Warning Management Corporation, Dalrada Financial Corporation, American Marine LLC, Alliance National Insurance Company and The Boys and Girls Club of Greater San Diego. Mr. Bonar holds a BSC in Mechanical Engineering from the Strathclyde University, Glasgow Scotland and a MBA and a PHD in the field of International Business Development Studies from the Stafford University, England UK. 2. On June 17, 2009, the board of Smart-Tek determined to add a new line of business providing integrated and cost-effective management solutions in the area of human resources for public and private companies. In connection with the expansion of business operations, Smart-Tek incorporated a subsidiary, Smart-Tek Automated Services, Inc., a private Nevada corporation, and entered into a marketing partner agreement dated June 17, 2009 with Smart-Tek Automated and Brian Bonar, a director of Smart-Tek. Pursuant to the terms of the marketing agreement, Brian Bonar agreed to provide certain services to Smart-Tek Automated to promote and market the new business of Smart-Tek to prospective clients, in consideration of which Smart-Tek agreed to pay Mr. Bonar a commission consisting of the following: (i) for every US$1,000,000 in annualized gross sales of Smart-Tek up to the first US$25,000,000 in annualized sales introduced by Mr. Bonar, Mr. Bonar will receive 1,800,000 shares of common stock of Smart-Tek up to a maximum of 45,000,000 shares of Smart-Tek’s common stock; and (ii) after an aggregated US$25,000,000 in annualized gross sales by Smart-Tek resulting from sales introduced by Mr. Bonar, Mr. Bonar will receive one percent of annualized gross revenues of Smart-Tek for the amounts in excess of US$5,000,000 of annualized gross sales in any given fiscal year payable in cash. The agreement is for an indefinite term and may be terminated by either party without cause on 30 days written notice. 3. On September 14, 2009, Perry Law resigned as President of Smart-Tek and appointed Brian Bonar as President to fill the vacancy. 4. On September 14, 2009 Smart-Tek issued 45,000,000 restricted shares of its common stock to Brian Bonar, a director of the Company. Mr. Bonar was issued the shares based on Mr. Bonar achieving certain milestone targets for annualized sales as set out in the Marketing Partner Agreement dated June 17, 2009 between the Company and Mr. Bonar. 5. On September 29, 2009 Smart-Tek appointed Owen Naccarato to its board of directors. Mr. Naccarato has for the last twelve years been a practicing attorney specializing in corporate and securities law. Prior to practicing law, Mr. Naccarato held various high level financial and operating positions with fortune 500 firms. Mr. Naccarato is a member of the California State Bar Association, the Orange County and the Los Angeles County Bar Associations and their respective corporate law sections. Mr. Naccarato has a J.D. from Western State University, an MBA from DePaul University and an undergraduate degree in accounting from Northern Illinois University.

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Corporate History

Smart-~~Tek~~tek was incorporated in the State of Nevada on March 22, 1995 under the name “Royce Biomedical Inc.”. In July, 2005, we changed our name from “Royce Biomedical Inc.” to “Smart-~~Tek~~tek Solutions Inc.” ~~The address of our principal executive office is 3702 South Virginia Street, Suite G12-401, Reno, NV 89502.~~ On March 31, 2009 we ~~effected~~affected a 250 to 1 reverse stock split of our issued and outstanding common stock. Effective March 31, 2009, our stock symbol changed to “STTN” on the Financial Industry Regulatory Authority’s Over-the-Counter Bulletin Board.

The Company incorporated Smart-~~Tek~~tek Automated Services Inc. on February 11, 2009 in the anticipation of starting a to-be determined new ~~business~~ ~~line. The Company incorporated Smart-Tek Automated Services Inc.’s new~~ business line ~~officially started with the signing of the June 2009 marketing agreement with Brian Bonar~~.

On June 17, 2009, the board of Smart-tek determined to add a new line of business providing integrated and cost-effective management solutions in the area of human resources for public and private companies. The Company’s new business line officially started with the signing of the June 17, 2009 marketing agreement with Brian Bonar.

Products and Services

~~Through~~ Business ~~our~~sold: ~~wholly~~From July 2005 through June 30, 2010, Smart-~~owned~~tek Solutions Inc. (“STTN”) through its subsidiary, Smart-tek Communication Inc. (“SCI”), wespecialized ~~specialize~~ in the design, sale, installation and service of ~~the latest and most~~ sophisticated security technology in the Greater Vancouver Area. Customers for SCI’s products and services ~~include~~included land developers, general and electrical contractors, hospitals, corporations, law enforcement agencies and retail facilities. Affected by the slow-down of the economy, SCI’s shrinking revenue and continuing losses management felt it was in the best interest of STTN to discontinue its operations. Mr. Law, SCI’s founder expressed a desire to acquire SCI in exchange for certain debt owed to him by the Company. On July 1, 2010, the Company completed the disposition of the Company’s wholly owned subsidiary Smart-tek Communications Inc. to its president and founder Perry Law.

~~Our~~ Smart-tek ~~integrated~~Automated ~~systems~~Systems ~~project~~Inc. ~~is typically done in the following stages:~~

1. In ~~Initial~~connection ~~consultation~~with tothe ~~gain~~expansion anof ~~understanding~~business ofoperations, the ~~project~~Company ~~needs~~incorporated ~~and~~a ~~the~~subsidiary, ~~general~~Smart-tek ~~scope~~Automated ofServices, ~~work; 2~~Inc. ~~The~~through ~~design~~which ofwe ~~the~~operate ~~integrated~~our ~~system~~new isline ~~the~~of ~~second~~business. ~~phase~~Through ofSmart-tek ~~our~~Automated ~~process.~~we ~~During~~provide ~~this~~staffing ~~stage,~~and ~~the~~business processing ~~appropriate~~services ~~hardware~~to small and ~~software~~medium issized ~~selected;~~businesses 3.principally ~~Once~~located in major business centers in the ~~equipment~~Unites ~~has~~States. ~~been~~We ~~selected~~also provide a variety of financial services including: benefits and ~~the~~payroll ~~contractors~~administration, ~~are~~health ~~ready~~and toworkers' compensation ~~accommodate~~insurance ~~our~~programs, ~~installations~~personnel ~~experts~~records management, ~~our~~employer ~~highly~~liability ~~qualified~~management, ~~team~~and ~~installs~~full ~~the~~time ~~security~~and ~~systems;~~temporary 4staffing services. ~~Once~~The ~~the~~services ~~integrated~~feature ~~system~~advising isin ~~installed~~coaching in recruitment, ~~our~~training ~~team~~and ofdiscipline ~~experts~~and ~~trains~~payment ~~our~~of ~~customers~~employee wages, onpayroll ~~the~~taxes, ~~systems~~state and ~~how~~federal tounemployment ~~use~~insurance, itclaims, ~~effectively;~~ and 5.workers ~~Before~~compensation wepremiums. ~~walk~~As ~~away~~part ~~from~~of aour ~~job~~staffing ~~site~~services, aSmart-tek ~~vigorous~~Automated ~~quality~~can ~~assurance~~also ~~process~~provide isrecruitment, ~~undertaken~~reference tochecks, ~~make~~initial ~~sure~~interviews, ~~the~~pre-employment ~~systems~~random ~~are~~drug ~~functioning~~testing, asand ~~designed.~~criminal background investigations

We provide a wide variety of systems: access control, alarm systems, closed circuit TV systems (CCTV), intercom and data communication systems.

Smart-Tek Automated Systems Inc.

In connection with the expansion of business operations, we incorporated a subsidiary, Smart-Tek Automated Services, Inc. through which we operate our new line of business. Through Smart-Tek Automated we provide staffing and business processing services to small and medium sized businesses principally located in major business centers in the Unites States. We also provide a variety of financial services including: benefits and payroll administration, health and workers' compensation insurance programs, personnel records management, employer liability management, and full time and temporary staffing services. The services feature advising in coaching in recruitment, training and discipline and payment of employee wages, payroll taxes, state and federal unemployment insurance, claims, and workers compensation premiums. As part of our staffing services, Smart-Tek Automated can also provide recruitment, reference checks, initial interviews, pre-employment and random drug testing, and criminal background investigations

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Our services allow our customers to outsource many human resource tasks, including payroll processing, workers' compensation insurance, health insurance, employee benefits, 401k investment services, personal financial management, and income tax consultation. These services also relieve existing and potential customers of the burdens associated with personnel management and control.

On October 1, 2011 Smart-tek Solutions, Inc. purchased the assets and trade name of Solvis Medical Group which will allow the Company to provide medical staffing services to hospitals, medical clinics, surgical centers, and skilled nursing facilities; and, in certain cases, nursing care to patients in their homes.

Product Liability Insurance

Smart-~~Tek~~tek Automated Services, Inc. does not carry product liability insurance. ~~Smart-Tek Communications, Inc. carries product liability insurance.~~

Competition

We The ~~face~~financial ~~competition~~and ~~from~~human ~~four~~resources orservices ~~five~~business ~~competitors~~is inhighly ~~our~~competitive, ~~target market~~with over 800 firms operating in the ~~security~~U.S. There are several staffing services firms that operate on a nationwide basis with revenues and ~~surveillance~~resources ~~technology~~far ~~industry.~~greater Inthan ~~general~~ours, wesuch ~~believe~~as ~~that~~Manpower, ~~our~~Inc ~~current~~and ~~primary~~Kelly ~~competitive~~Services, ~~advantages~~Inc; ~~include~~in ~~product~~addition, we compete with local and ~~service~~ ~~quality~~regional atstaffing firms for customers and employees. The competitive ~~pricing~~factors that dominate the industry include price and ~~our~~quality ~~long-standing~~placements ~~relationships~~of ~~with~~employees in a timely ~~our~~manner. ~~customers~~We asprice ~~evidenced~~our byservices ~~its~~competitively, ~~stellar~~provide premier customer ~~retention~~service and manage the placement process.

Some large PEO companies are owned by insurance carriers and some are public companies whose shares trade on Nasdaq, including Insperity, Inc., Team Staff, Inc., Barrett Business Services, Gevity HR, Inc. and Staff Leasing, Inc. Competition includes staffing firms, payroll processors and financial services firms.

Patents, Licenses and Trademarks

Not Applicable.

Royalty Agreements

Not Applicable.

Government Regulations

~~Not~~ We ~~Applicable~~are licensed to do business in every state that we have clients.

Research and Development Plan

Not Applicable.

Employees

Smart-~~Tek~~tek ~~Communications~~Automated Services, Inc. has 1411 full time employees.

Smart-Tek Automated Services, Inc has 10 full time employees.

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ITEM 1A. RISK FACTORS

Not applicable.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES.

Executive Offices

WeSmart-tek doAutomated ~~not~~Services ~~maintain~~Inc. maintains an executive office ~~but rather utilize the~~ ~~facilities,~~of ~~when~~approximately ~~required~~1,200 ofsquare ~~our~~feet ~~operating~~at ~~subsidiary~~11838 ~~located~~Bernardo atPlaza ~~#10-11720 Voyageur~~Ct ~~Way,~~Suite ~~Richmond,~~240 BCSan Diego, ~~Canada,~~CA ~~V6X 3G9~~92128. The ~~office~~Company ~~leased~~does bynot ~~our~~have ~~subsidiary is~~a ~~approximately~~lease ~~2,000 square feet~~ and ispays ~~on a two year term with a payment of approximately~~ $13,~~800~~000 ~~per~~a month. Weon ~~utilize~~ a ~~mail service for our corporate~~ ~~correspondence~~month atto ~~3702~~month ~~South Virginia Street, Unit G12-401, Reno, Nevada, 89502~~basis.

Smart-Tek Automates Services Inc. maintains an executive office of approximately 1,200 square feet at 11838 Bernardo Plaza Ct Suite 240 San Diego, CA 92128. The Company does not have a lease and pays $2,500 a month on a month to month basis.

ITEM 3. LEGAL PROCEEDINGS.

InOn ~~July~~February 24, ~~2009~~2012 ~~Smart-Tek~~the ~~negotiated~~Company aentered ~~settlement~~into ~~with~~a ~~Richardson~~Joint &Settlement ~~Patel~~Agreement ~~LLP~~with ~~pursuant~~AmeriFactors torelating ~~the terms of which Smart-Tek would be required~~ to ~~pay~~ ~~Richardson~~a &lawsuit ~~Patel~~between ~~$10,000 per month, commencing August 1, 2009, until payments in~~ the ~~aggregate of $200,000 were made in full and final settlement of~~two ~~all~~companies ~~claims~~whereby ~~that the firm had or may have had against~~ Smart-~~Tek~~tek ~~with~~would ~~respect~~pay ~~to certain~~AmeriFactors ~~outstanding accounts owed by Smart-Tek to~~ the ~~firm~~sum ~~totaling approximately~~of $~~315~~180,000 ~~for legal services rendered. In connection with the settlement~~, ~~Richardson & Patel requested that the parties enter into a stock pledge agreement pursuant~~ to ~~which Perry Law (1,829 shares pledged), P5 Holdings~~be ~~Ltd~~paid ~~(30,984~~in shares pledged), Agri-Tech Marketing (22,000 shares pledged), Donald Gee (40,000 shares pledged) and Joe Law (21,795 shares pledged) would pledge an aggregate of 116,608 (post-split) shares of Smart-Tek’s issued and outstanding common stock as security for repayment of the ~~amounts~~following ~~owed to Richardson & Patel. As of the date of this Annual Report the Company has not made any payments and is in default of this agreement.~~manner:

~~ITEM~~1) 4.One ~~(REMOVED~~payment ~~AND~~of ~~RESERVED~~$25,000 upon execution of the Settlement Agreement 2) Fifteen monthly payments of $10,000 due on the first day of each respective month with the first such payment due March 1, 2012 3) The final payment of $5,000.

~~PART~~The IICompany has reflected this Settlement Agreement in the accompanying Statement of Operations and Balance Sheet as of and for the year ended December 31, 2011.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

Market for Securities

Our common shares are currently quoted on the ~~Over-The-Counter~~Pink ~~Bulletin Board~~Sheets under the trading symbol “STTN~~.OB~~”. ~~Our shares have been quoted on the Over-~~The~~-Counter~~ ~~Bulletin Board since May 15, 1998. The~~ following quotations obtained from the ~~Over-The-Counter~~NASDAQ quotation ~~Bulletin~~system ~~Board~~ reflect the high and low bids for our common stock based on inter-dealer prices, without retail mark-up, mark-down or commission an may not represent actual transactions.

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The high and low bid prices of our common stock for the periods indicated below are as follows:

OTC Bulletin Board
Fiscal Quarter Ended	High	Low
2011
4th Quarter October 1, 2011 – December 31, 2011	$0.07	$0.02
3rd Quarter July 1, 2011– September 30, 2011	$0.11	$0.06
4th Quarter April 1, 2011 – June 30, 2011	$0.11	$0.05
3rd Quarter January 1, 2011 – March 31, 2011	$0.08	$0.04
2010
4th Quarter April 1, 2010 – June 30, 2010	$1.24	$0.26
4th Quarter October 1, 2010 – December 31, 2010	$0.16	$0.04
3rd Quarter January 1, 2010 – March 31, 2010	$0.685	$0.355
3rd Quarter July 1, 2010– September 30, 2010	$0.73	$0.125
2nd Quarter October 1, 2009 – December 31, 2009	$0.04	$0.01
2nd Quarter April 1, 2010 – June 30, 2010	$1.24	$0.26
1st Quarter July 1, 2009– September 30, 2009	$0.01	$0.01
1st Quarter January 1, 2010 – March 31, 2010.	$0.685	$0.355
2009
4th Quarter April 1, 2009 – June 30, 2009	$0.02	$0.002
3rd Quarter January 1, 2009 – March 31, 2009	$0.11	$0.001
2nd Quarter October 1, 2008 – December 31, 2008	$0.013	$0.001
1st Quarter July 1, 2008– September 30, 2008	$0.02	$0.004

Our transfer agent is Corporate Stock Transfer Inc., 3200 Cherry Creek Drive South, Suite 4300, Denver, CO 80209 US.

Holders of our Common Stock

As of ~~September~~December 3031, ~~2010~~2011, there were ~~384~~approximately ~~total~~385 ~~registered~~total registered shareholders holding 6949,~~314~~212,~~124~~123 shares of our issued and outstanding ~~common~~ common stock.

Dividend Policy

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

	1.	We would not be able to pay our debts as they become due in the usual course of business; or

	2.	Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

Recent Sales of Unregistered Securities

~~Other~~In ~~than~~June as2011 ~~described~~Smart-tek ~~below~~issued ~~and~~24,897,999 asrestricted ~~reported~~shares ~~in our quarterly~~of ~~reports~~common onstock ~~Form~~valued ~~10-QSB~~at ~~and~~an ~~current~~aggregate ~~reports~~of on$443,979. ~~Form 8-K~~21,897,999 weof ~~have~~those ~~not~~shares ~~sold any~~were ~~equity~~pursuant ~~securities~~to ~~that~~a ~~were~~July ~~not~~2009 ~~registered~~marketing ~~under~~agreement, ~~the~~and ~~Securities~~3,000,000 ~~Act~~of ~~during~~those ~~the~~shares were ~~fiscal~~issued ~~year~~pursuant ~~ended~~to ~~June~~a ~~30,~~stock ~~2008~~compensation plan.

1. On September 14, 2009 Smart-Tek issued 45,000,000 restricted shares of its common stock to Brian Bonar, a director of the Company. Mr. Bonar was issued the shares based on Mr. Bonar achieving certain milestone targets for annualized sales as set out in the Marketing Partner Agreement dated June 17, 2009 between the Company and Mr. Bonar.

-6-

2. On September 30, 2009 Smart-Tek entered into debt settlement agreements with seven subscribers pursuant to which it agreed to settle $310,265 of debt in consideration of the issuance of 23,866,535 shares of its common stock. Each of the subscribers represented to Smart-Tek that they were an “accredited investor” as such term is defined in Canadian National Instrument 45- 106 and not a “US person” as such term is defined in Regulation S of the Securities Act of 1933.

ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

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

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.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Overview

~~We currently operate two distinct lines of business.~~ Through our wholly owned subsidiary Smart-~~Tek~~tek ~~Communications~~Automated Services, Inc. we(“Smart-tek ~~operate~~Automated”), inwe ~~the business~~provide ofintegrated ~~design,~~and ~~sale,~~cost-effective management ~~installation~~solutions ~~and~~in ~~service~~the area of ~~security~~human ~~technology~~resources ~~with electronic~~services ~~hardware~~to small and medium-size ~~software~~businesses, ~~products.~~relieving ~~Our~~our ~~projects~~clients ~~range~~ from ~~residential and~~many ~~commercial~~of ~~developments~~the day-to-day ~~system~~tasks that ~~upgrades~~negatively ~~and~~impact ~~monitoring~~their ~~contracts. Customers~~core ~~include~~business ~~major developers~~operations, ~~general~~such ~~and~~as ~~electrical contractors,~~payroll ~~hospitals~~processing, ~~Crown~~human ~~Corporations~~resources support, ~~law~~workers' ~~enforcement~~compensation ~~agencies~~insurance, ~~and retail facilities.~~safety ~~Currently~~programs, ~~100%~~employee ofbenefits, ~~the~~and ~~Company’s~~other ~~operations~~administrative ~~are in Canada. We have a sales~~ and ~~technical~~ ~~installation~~aftermarket ~~team with over 50 years of experience specializing in the~~services ~~design,~~predominantly ~~sales,~~related ~~installation~~to ~~and~~staffing ~~service~~- ofstaff ~~CCTV~~leasing, ~~access~~temporary ~~control,~~staffing ~~intercom, security, structured cabling~~ and ~~wireless communication systems~~ co-employment.

On June 17, 2009, we determined to add a new line of business providing integrated and cost-effective management solutions in the area of human resources for public and private companies. In connection with the expansion of business operations, we incorporated a subsidiary, Smart-Tek Automated Services, Inc. (“Smart-Tek Automated”), a private Nevada corporation through which we operate our new line of business. Since its inception, Smart-Tek Automated Services Inc. has provided services to small and medium-size businesses, relieving its clients from many of the day-to-day tasks that negatively impact their core business operations, such as payroll processing, human resources support, workers' compensation insurance, safety programs, employee benefits, and other administrative and aftermarket services predominantly related to staffing - staff leasing, temporary staffing and co-employment. We intend to continue to expand this new business in the next twelve months.

-7-

Plan of Operation

Short Term

Smart-~~Tek~~tek ~~Communications~~Automated Services Inc.: Continue to ~~rely~~concentrate on ~~current~~ ~~relationships~~signing asup ~~our~~new ~~primary~~brokers ~~means~~who have a large book of ~~marketing~~business ~~the~~that ~~security~~we ~~technology~~can ~~products~~service. ~~and~~Grow ~~services~~the innew ~~the~~nurse ~~Greater~~staffing ~~Vancouver~~business ~~Area~~line.

Smart-Tek Automated Services Inc.: Continue to concentrate of signing up new brokers who have a large book of business that we can service.

Long Term

Smart-~~Tek~~tek Automated Services Inc.: Our current strategy is to expand our service business, including staff - and nurse staffing leasing, PEO services, and value added products and services to small and medium-size businesses.

PEO 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.

-8-

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.

PEO 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.

RESULTS OF OPERATIONS

Year Ended ~~June~~December 3031, ~~2010~~2011 ~~Summary~~versus December 31, 2010

The following summary of our results of operations should be read in conjunction with our audited financial statements for the year ended ~~June~~December 3031, ~~2010~~2011 which are included herein.

		June 30, 2010		June 30, 2009		Percentage
						Increase/
						(Decrease)
Revenue	$	12,038,390	$	3,274,139		267.7%
Expenses		3,301,563		807,250		309.0%
Interest Expense		9,616		44,549		(78.4%	)
Net Income	$	203,080	$	(136,367	)	248.9%

Revenue

~~The~~Our ~~267.7%~~principal ~~increase~~source inof ~~revenues~~revenue ~~for~~is ~~the~~from ~~twelve~~professional ~~months ended~~employer ~~June~~organization 30fees. Additionally, ~~2010 as compared to~~ the ~~comparative~~Company ~~period~~charges infees ~~2009~~for isbenefits ~~primarily~~and ~~attributable to: (i) the continued development of our~~ payroll ~~and~~administration, ~~staffing business~~workers’ ~~through~~compensation ~~Smart-Tek~~insurance ~~Automated;~~programs, and ~~(ii) a slight increase in business~~personnel ~~during~~records ~~the period for our security business through Smart-Tek Communications Inc~~management. ~~During~~Management ~~the~~will ~~twelve~~continue ~~month period ended June 30, 2010 we had a gross profit of $3,514,159 as compared~~ to apursue ~~gross~~new ~~profit~~opportunities ~~of $715,433~~ for ~~an increase of~~ ~~42,798,826~~providing ofservices ~~391.2%~~under ~~during~~these ~~the comparative period in 2009~~programs. ~~The business of our subsidiary Smart-Tek Automated accounted for 60.8% of our gross profit and 61.5% of our total revenues during the period.~~

Revenue of $21,748,488 for year ended December 31, 2011 as compared to the same period prior year of $17,226,416 increased by $4,522,072 (26.2%) . The increase was attributable to a net increase in our payroll and staffing business through Smart-9-tek Automated Services. The Solvis Medical Group nurse staffing business line contributed $930,595 in 2011.

Gross Profit

For the year ended December 31, 2011 we had a gross profit of $943,014 as compared to a gross profit of $3,904,879 during the same period prior year for a decrease of $2,961,865 or 75.9% . The decrease in gross profit was directly as result of increased workers compensation expense. The Solvis Medical Group nurse staffing business line contributed $219,025 of gross profit in 2011.

Expenses

Our expenses for the years ended ~~June~~December 3031, ~~2010~~2011 and ~~June 30,~~December ~~2009~~31, 2010 are outlined in the table below:

		Year Ended			Year Ended	Percentage
						Percentage
		June 30, 2010			June 30, 2009	Increase/
		Year ended				Increase/
						(Decrease)
		December 31,				(Decrease)
Selling, general and administrative expenses	$	3,301,563$			807,250	309.0%
		2011			2010
Cost of revenues and service delivery		8,607,646			2,558,706	236.4%
Cost of Revenue	$	20,805,474		$	13,321,537	56.2%
Interest expense		9,616			44,550	(78.4%	)
Selling, General and Administrative expenses		6,953,960			3,161,877	119.9%
Total expenses	$	11,918,824$			3,410,506	249.5%
Interest Expense		192,304			21,914	777.5%
Tax penalties		1,744,050			-	100.0%
Legal Settlement		180,000			-	100.0%
Other Income		(3,747	)		-	100.0%
Total Expenses	$	29,872,041		$	16,505,327	81.0%

Cost of revenue ~~and service delivery~~

~~The~~ Cost of revenue ~~and~~of ~~service~~$20,805,474 ~~delivery~~ for the ~~twelve~~year ~~month period~~ ended ~~June~~December 3031, 2011 ~~2010~~increased ~~was~~by $87,~~607~~483,~~646~~937 ~~compared~~or ~~to $~~56.2~~,558,706~~% ~~for~~over the same period prior year ~~for~~amount ~~an increase~~ of $613,~~048~~321,~~940 or 236~~537.4% . The $7,483,937 increase was ~~primarily~~ ~~due~~attributable to the ~~business~~net ofincrease ~~our~~in ~~subsidiary~~the payroll ~~Smart-tek~~business ~~Automated~~plus ~~Services, which~~an ~~accounts~~increase ~~for~~in ~~$5,349,529~~worker’s ofcompensation ~~the~~claims ~~increase~~and ~~with~~premium expense. ~~the~~The ~~balance~~Solvis ofMedical ~~$3,258,117 relating~~Group toassets ~~the~~contributed ~~core~~Cost ~~business~~of Revenue was $711,571.

Selling, General and Administrative

~~The 309.0% increase in our selling~~Selling, general and administrative expenses of $26,~~494~~953,~~313~~960 for the ~~twelve~~year ~~month period~~ ended ~~June~~December 3031, ~~2010~~2011 ~~from~~increased ~~the comparative~~by ~~period~~$3,792,083 inor ~~2009~~119.9% ~~was~~over ~~primarily~~the ~~due~~same period ~~to:~~prior ~~(i)~~year ~~increase~~amount of $13,~~640~~161,~~265~~877. ~~due to~~The increase was mainly attributable to the ~~business~~following: of1) ~~our~~increase ~~subsidiary~~professional ~~Smart-tek~~fees ~~Automated~~of ~~Services~~$2,263,466 (ii1,102.2%), 2) increase in wages of $~~728~~756,~~273~~668 (6451.4%) which is mainly attributable to an increase in ~~management~~executive ~~fees~~compensation, ~~(iii~~3) increase in travel of $93119,~~643~~111 (71178.18%) in, ~~professional~~4) ~~fees~~bad debt expense of $152,025 ~~and~~(100.0%), 5) miscellaneous expense items amounting ofto $32317,~~132~~247 (1168.7%) and 6) $187,616 increase due to the addition of the Solvis business line.

~~Net~~Other Income (Expenses):

~~Net~~Interest ~~Income~~expense for the ~~twelve~~year ~~months~~ended ~~ending~~December ~~June 30~~31, ~~2010~~2011 iswas $~~203~~192,~~080~~304 as compared to a$21,914 ~~net~~for ~~loss~~the ofyear ~~($136~~December 31,~~367)~~ or2010 for an increase of $~~339~~170,~~447 (248~~390 or 777.95%) ~~for the same period prior year~~. The ~~net~~expense ~~income~~represents ~~consists~~increased ofbank ~~$490,340~~interest inexpense ~~income~~charges ~~from~~due to the ~~new~~increased ~~Smart-Tek~~volume ~~Automated~~of ~~Services~~transactions ~~subsidiary,~~and ~~offset~~interest bycharges as a result ~~loss~~ of ~~($157,228)~~ ~~from~~late ~~the~~payments ~~Smart-Tek~~of ~~Communications~~Form ~~Inc.~~941 ~~subsidiary plus corporate charges of ($130,032)~~taxes.

Tax penalties of $1,744,050 are a direct result of late payments of Form 941 taxes.

The legal settlement of $180,000 is a result of a Settlement Agreement with AmeriFactors whereby the Company will pay $180,000 through early 2013.

The other income of $3,747 mainly consists of Solvis miscellaneous income.

Net Income (Loss):

Net Income (loss) from continuing operations for the year ending December 31, 2011 is $(8,123,553) compared to net income of $721,088 or a decrease of $8,844,641 (1226.6%) compared to the prior year.

Related party transactions

During the year ended December 31, 2011, Smart-tek Communications Inc. (a wholly-owned subsidiary) paid $1,485,097 in management salaries to its President and Vice President which included commissions of $434,312 and benefits of $348,297. Such Costs have been reflected in the accompanying statement of operations.

From time to time, Smart-tek Automated Services Inc. purchases additional services from related parties to take advantage of economies of scale as opposed to maintaining full time staff and resources within its own operations. Likewise, Smart-tek Automated services shares its own resources with these same related parties again to leverage economies of scale.

During the year ended December 31, 2011, Smart-tek Automated Services Inc. (a wholly-owned subsidiary) paid consulting fees of $515,693 to a company controlled by an officer of the Company for Financial, HR and Legal Services. Such costs have been reflected in the accompanying statement of operations.

Smart-tek additionally pays certain fees to other related parties for the sharing to office space and utilities. These expenses, which are relatively small, are included in the accompanying statement of operations and were based upon actual usage or allocations agreed to by management personnel.

Following is a summary of the balances both Due To and From these related parties as of December 31, 2011 which in some cases is an accumulation over several years of activity:

		Due From		Due To
Due From Allegiant Professional Services	$	2,132,027	$	89,542
Due From American Marine Services	$	280,781	$	352,225
Due From Dalrada Financial Services	$	275,900	$	127,472
Note Receivable Related Party	$	50,512		-
Other		-	$	39,783
Total Due from Related Parties	$	2,739,220	$	609,022

Liquidity and Financial Condition

Working Capital

		At June 30, 2010			At June 30, 2009		Percentage
							Increase/
							(Decrease)
Current assets	$	3,114,593		$	986,225		215.8%
Current liabilities		4,108,871			2,254,759		82.2%
Working capital (deficiency)	$	(994,278	)	$	(1,268,534	)	(21.6%	)

The following table sets forth our working capital position for the years ending December 31, 2011 and 2010.

-10-

		December 31, 2011			December 31, 2010		Percentage
							Increase/
							(Decrease)
Current assets	$	4,550,447		$	2,540,800		79.1%
Current liabilities		15,391,392			4,159,186		270.1%
Working capital (deficiency)	$	(10,840,945	)	$	(1,618,386	)	(569.9%	)

On December 31, 2011 the Company had total assets of $8,521,810 compared to $4,934,178 on December 31, 2010, an increase of $3,587,632 or 72.7% . The Company had total Stockholders’ equity (deficit) of $(6,904,582) on December 31, 2011, compared to stockholders’ equity of $774,992 on December 31, 2010, a decrease of $(7,679,574) or (991.0%) . As of December 31, 2011 the Company's working capital position decreased by $(9,222,559) or (569.9%) from working capital deficit of $(1,618,386) at December 31, 2010 to working capital deficit of ($10,840,945) at December 31, 2011. The decrease in working capital is mainly as result of an increase in tax liabilities as result of shortfalls and late payments on the quarterly Form 941’s.

Cash Flows

		Year Ended
		June 30,			June 30,		Percentage
		2010			2009		Increase/
							(Decrease)
Cash flows used in operating activities	$	738,665		$	(3,092	)	23989.6%
Cash flows used in investing activities		(112,932	)		(14,633	)	(671.8%	)
Cash flows provided by financing activities		(128,375	)		(14,094	)	(810.8%	)
Effects of exchange rates on cash		(154,241	)		53,846		(386.4%	)
Increase (decrease) in cash during period	$	343,117		$	22,027		1457.7%

The following table sets for a summary of our cash flows for the years ended December 31, 2011 and 2010.

We had cash on hand of $416,389 and a working capital deficit of $994,278 as of June 30, 2010 compared to cash on hand of $73,272 and working capital deficit of $1,308,701 for the year ended June 30, 2009. We anticipate that we will incur approximately $2,500,00 for operating expenses, including professional, legal and accounting expenses associated with our reporting requirements under the Exchange Act during the next twelve months.

		Year Ended December 31,
		2011			2010		Percentage
							Increase/
							(Decrease)
Cash flows provided (used) by operating activities	$	(656,508	)	$	825,060		(179.6%	)
Cash flows provided (used) in investing activities		7,280			(38,532	)	118.9%
Cash flows provided by financing activities		-			-		0.0%
Increase (decrease) in cash during period	$	(649,228	)	$	786,528		(182.5%	)

Cash Used In Operating Activities

WeCash ~~generated~~flow ~~cash~~used ~~from~~in ~~operating~~operations ~~activities~~for inthe year ended December 31, 2011 amounted to $656,508, which mainly consisted the ~~amount~~net loss of $(8,123,553) and the following: increases in 1) prepaid workers compensation of $~~738~~1,~~665~~094,123, 2) ~~for~~increase ~~the~~in ~~fiscal~~account ~~year~~receivable ~~ended~~of ~~June~~$86,597, 303) accounts payable and accrued liabilities of $950,361, ~~2010~~4) asincrease ~~compared~~in due to ~~cash~~related ~~used~~party inof $2,739,220, and ~~operating~~5) ~~activities~~miscellaneous items of $311,~~092~~356 inoffset ~~the~~by ~~comparative~~1) ~~period~~increase in ~~2009.~~accrued ~~Cash~~payroll ~~from~~taxes ~~operating~~payable ~~activities~~of ~~resulted~~$10,440,980, ~~from~~2) ~~the~~depreciation ~~increased~~of ~~revenues~~$20,214, ~~from~~3) ~~the~~common ~~business~~stock issued of ~~our~~$443,979, ~~new~~3) ~~Smart-Tek~~increase ~~Automated~~in ~~Services~~provision for doubtful accounts of $150,000, ~~Inc.~~4) increase ~~subsidiary~~in prepaid expenses and deposits of $16,942, 5) increase in process for related party of $220,607 and 6) increase in accrued workers compensation of $1,055,980.

Cash Used In Investing Activities

WeCash flow used ~~cash~~by in investing activities inwas ~~the amount of~~ $~~112~~7,~~932~~ 280 for the ~~fiscal~~ year ended ~~June~~December 3031, ~~2010.~~2011 ~~Cash~~which ~~used~~consisted inof ~~investing activities was funded by cash from financing activities. At June 30, 2010~~ the ~~Company~~purchase ~~is indebted~~of toequipment ~~a company controlled by the Company’s president in the amount~~ of $~~821~~(27,~~756.~~720) ~~The~~offset ~~loan~~by iscash ~~unsecured,~~paid ~~bears~~for ~~7.5%~~the ~~interest~~purchase ~~and~~of ~~has~~Solvis noMedical ~~fixed~~Group ~~terms~~assets of ~~repayment. The interest was waived for the year ended June 30~~$35, ~~2010~~000.

Cash from Financing Activities

We used cash of $128,375 from financing activities during the fiscal year ended June 30, 2010, an increase of $113,742 or 810.8% from the comparative period in 2009. Cash provided by financing activities during the period increased primarily due to an increase in proceeds from officers and directors.

Financing

During the quarter ended March 31, 2010, Smart-tek Automated Services secured a line of credit for $1,000,000 USD from J.P. Chase Manhattan Bank to facilitate its automatic withdrawals from client accounts as well as for the provision of direct deposit services to its clients.

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Going Concern

The ~~accompanying consolidated financial statements have been prepared assuming that the~~ Company ~~will continue as a going concern. The Company~~ incurred a net ~~income~~operating ofloss ~~$203,080 and cash flow from operations~~ of approximately $~~738,665~~8.1 ~~during~~million for the year ended ~~June~~December 3031, ~~2010~~2011, and ~~had~~has aincurred ~~working~~losses ~~capital deficiency of~~totalling approximately $~~994,278~~14.2 ~~and~~million athrough ~~shareholders’~~December ~~deficiency of $438~~31,~~164~~ 2011. ~~These~~Because ~~matters~~of ~~raise~~these ~~substantial~~conditions, ~~doubt~~the ~~about~~Company ~~its~~will ~~ability~~require toadditional ~~continue~~working ascapital ato ~~going concern. Management~~continue ~~believes~~operations ~~that~~and ~~actions~~develop ~~are~~its ~~presently being taken to revise the Company’s operating results~~business. ~~Management~~The ~~believes that the~~ Company ~~will~~intends ~~have~~to ~~adequate~~raise ~~cash~~additional toworking ~~fund~~capital ~~anticipated~~either ~~needs~~ through ~~June~~private 30placements, ~~2011~~public offerings and/or ~~beyond primarily as a result~~bank offinancing, ~~our~~and ~~contract~~continues ~~backlog.~~to ~~The~~strive ~~accompanying~~to ~~consolidated~~increase ~~financial~~its ~~statements~~revenues ~~do not~~each ~~include any adjustments that might result from the outcome of this uncertainty~~year.

There are no assurances that wethe Company will be able to achieve ~~obtain~~a ~~further funds~~level ~~required~~of ~~for~~revenues ~~our~~adequate ~~continued~~to ~~operations.~~generate Wesufficient ~~are~~cash ~~pursuing~~flow ~~various~~from operations or obtain additional financing ~~alternatives~~ tothrough ~~meet~~private ~~our~~placements, ~~immediate~~public offerings and/or ~~long-term~~bank ~~financial~~financing ~~requirements.~~necessary ~~There can~~to besupport nothe ~~assurance~~Company’s ~~that~~working capital ~~additional~~requirements. ~~financing~~To ~~will~~the beextent ~~available~~that tofunds usgenerated ~~when needed~~from ~~or,~~any ~~if available~~private placements, ~~that~~public itofferings ~~can~~and/or bebank ~~obtained~~financing onare ~~commercially~~insufficient ~~reasonable~~the Company ~~terms.~~will Ifhave weto ~~are~~raise ~~not~~additional ~~able~~working tocapital. ~~obtain~~No ~~the~~assurance can be given that additional financing onwill abe ~~timely~~available, ~~basis~~or if available, we will be ~~forced~~on terms acceptable to ~~scale~~the ~~down~~Company. orIf ~~perhaps~~adequate ~~even~~working ~~cease~~capital is not available, the ~~operation~~Company ofmay ~~our~~ not continue its operations or execute its business plan.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Future Financings

~~Based~~The onCompany ~~the~~does ~~success~~not have any significant available credit, bank financing or other external sources of liquidity. Due to historical operating losses and other issues as described in the Company’s ~~new~~going ~~business~~concern footnote ~~line~~included in its consolidated financial statements as at and for the period ended December 31, 2011, the Company’s operations have not been a source ~~management~~of ~~feels~~liquidity ~~that~~and the Company had satisfied its ~~current~~cash ~~operations~~requirements through shareholder loans and deferral of its Form 941 taxes. In order to obtain necessary capital, the Company may need to sell additional shares of its common stock or borrow funds from private lenders. There is no assurance that the Company will ~~generate~~be ~~enough~~able ~~liquidity~~to secure additional financing or that it can be secured at rates acceptable to the Company. In addition, should the Company be required to ~~satisfy~~either issue stock for services or to secure equity funding, due to the lack of liquidity in the market for the Company’s stock such financing would result in significant dilution to its ~~cash~~existing ~~requirements~~shareholders.

The Company’s short term plan is to continue to ask its officers to defer payment of salaries, utilize its common stock where possible to pay for services and to seek further shareholder loans. In the longer term, the Company is actively seeking additional merger, acquisition or venture relationships with operating enterprises in order to generate long-term growth opportunities for the Company, permit the Company to meet its financial obligations and to provide increased value to the Company’s shareholders. In the past we have obtained our required cash resources principally through loans from shareholders and our sole executive officer. While the operations of our wholly-owned subsidiary are profitable, we still do not operate profitably as a consolidated entity.

Management’s plans to improve our financial condition are as follows:

Growth in is new nurse staffing business line;
We will continue to look for opportunities to grow organically where feasible as well as evaluate potential acquisition opportunities that may present themselves in the next 12 months.

There can be no assurance that our planned activities will be successful or that we will ultimately attain profitability. We intend to use our common stock as payment for services of various consultants in order to help advance our business plan.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Subsequent Event

On ~~April~~February 1924, ~~2010,~~2012 the Company ~~filed~~entered into a ~~preliminary proxy~~Joint ~~seeking~~Settlement ~~the~~Agreement ~~shareholders~~with ofAmeriFactors ~~the~~relating ~~Company~~ to ~~vote~~a onlawsuit between the ~~certain proposals. The~~two ~~Proxy~~companies ~~was~~whereby ~~amended~~Smart-tek ~~and~~would ~~refilled~~pay onAmeriFactors ~~August~~the onsum ~~August~~of 20$180,000, ~~2010~~ to ~~approve the sale~~be ofpaid in the ~~Company’s~~following ~~wholly owned subsidiary Smart-Tek Communications Inc. to its president and founder Perry Law.~~manner:

~~The~~1) ~~aggregate~~One ~~purchase~~payment ~~price~~ of ~~Smart-Tek Communications, Inc. is~~ $~~821~~25,~~757~~000 ~~allocated~~upon asexecution ~~follows:~~of the Settlement Agreement

	(a)	$821,756 of the purchase price shall be paid and satisfied by setting-off the Company’s indebtedness to the Perry Law pursuant to a Loan, including all accrued and unpaid interest there under up to the date that the sale close; and
	(b)	$1.00 of the purchase price shall be paid by Perry Law for transferring 32,817 shares owned by him to the Company; and

2) Fifteen monthly payments of $10,000 due on the first day of each respective month with the first such payment due March 1, 2012
3) The final payment of $5,000.

OnThe ~~September~~Company ~~15,~~has ~~2010~~reflected ~~the~~this ~~Company~~Settlement ~~received~~Agreement ~~comments~~in ~~from~~ the ~~Securities~~accompanying ~~and~~Statement ~~Exchange~~of ~~Commission~~Operations toand beBalance ~~cleared~~Sheet ~~before~~as aof ~~definitive~~and ~~proxy~~for ~~can~~the year beended ~~distributed~~December 31, 2011.

-12-

Critical Accounting Policies

The preparation of financial statements in conformity with ~~generally~~Generally ~~accepted~~Accepted ~~accounting~~Accounting ~~principles~~Principles requires our management to make estimates and assumptions that affect the reported amount 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. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations.

Revenue Recognition – contract business

The Company accounts for its construction projects using the percentage of completion method, measured using the cost-to-cost method. This method of accounting requires a calculation of job profit to be recognized in each reporting period for each contract based upon estimates of future outcomes, which include:

Estimates of total cost to complete the contract;

Estimates of contract schedule and completion date;

Estimates of the percentage the contract is complete; and

Amounts of any probable unapproved claims and change orders included in revenue.

At the outset of each contract, a detailed analysis of estimated cost to complete the contract is prepared. Periodically, evaluation of the estimated cost, claims, change orders and percentage of completion at the project level will be performed. The recording of profits and losses on long-term contracts requires an estimate of the total profit and loss over the life of each contract. This estimate requires consideration of contract revenues, change orders and claims, less cost incurred and estimated costs to complete. Anticipated losses on contracts are recorded in full in the period in which they become evident. Profits are recorded based upon the total estimated contract profit times the current percentage of completion for the contract.

When calculating the amount of total profit or loss on a long-term contract, unapproved claims are recorded as revenue when collection is deemed probable based upon the four criteria for recognizing unapproved claims under the AICPA Statement of Position 81-1 (“SOP 81-1”) Accounting for Performance of Construction Type and Certain Production Type Contracts. The Company is actively engaged in claims negotiations with customers and the success of the claims negotiations have a direct impact on the profit or loss recorded for any long-term contract. On a quarterly basis, significant contracts are reviewed. However, there are many factors that impact future costs, including but not limited to, weather, inflation, labor and community disruptions, timely availability of materials, productivity and other factors. These factors can affect the accuracy of our estimates and materially impact our future earnings. The Company also provides various other services to customers not covered under construction contracts such as equipment repairs. The revenue from the provision of these types of services is recorded once the specific job is complete.

Revenue Recognition – PEO business

~~Revenues~~The ~~are comprised of the~~ Company’s ~~charges~~recognizes toprofessional ~~clients~~employment ~~for~~organizations ~~workers’~~(PEO) ~~compensation insurance, administrative, and service fees based on periodic payrolls processed. The Company recognizes~~ revenues when each periodic payroll is delivered. toThe ~~the~~Company’s ~~client.~~net ~~Revenues~~PEO revenues ~~are~~and ~~reported~~cost inof ~~accordance~~PEO ~~with authoritative~~revenues ~~guidance~~do ~~issued~~not byinclude the ~~Financial~~payroll ~~Accounting~~cost ~~Standards~~of ~~Board~~its ~~(“FASB”)~~worksite ~~for~~employees. ~~reporting~~Instead, PEO revenues ~~gross~~and ~~when~~cost ~~acting~~of asPEO arevenues ~~principal~~are ~~versus net as~~comprised anof ~~agent.~~all ~~The~~other ~~Company~~costs ~~records~~related ~~revenue~~to onits aworksite ~~net~~employees, ~~basis~~such ~~and~~as ~~does~~payroll ~~not include the~~taxes, ~~gross~~employee ~~payroll~~benefit ofplan ~~its~~premiums ~~client~~and ~~company~~workers’ ~~employees~~compensation ~~in its revenues~~insurance.

~~-13-~~PEO revenues also include professional service fees, which are primarily computed as a percentage of client payroll or on a per check basis. Revenues related to the Solvis staffing business are recognized when the services are invoiced to the client.

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

Insurance Reserves

WeThe ~~maintain~~Company maintains reserves in the form of cash deposits for known workers' compensation claims which are made up of estimated collateral required to pay claims and estimated expenses ~~related~~ to settle the claims. The ~~These~~collateral ~~estimates~~amounts are ~~impacted~~determined by ~~claims~~the ~~that~~insurance ~~have~~carrier ~~been~~and ~~reported~~are ~~but~~ not recoverable by the Company until all claims related to a policy period are settled. Accordingly, the Company accrues workers’ compensation losses, as provided by the insurance Carrier’s Third Party Administrator and ~~claims~~charges expense. ~~that~~As ~~have~~such, ~~been~~the ~~incurred~~claim ~~but~~reserve will not ~~reported~~be recoverable in the near term and accordingly, they are classified as a long term asset. WeThe Company as well as the Insurance Carrier 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. Beginning ~~Since~~in ~~there~~2011, ~~are~~the ~~many~~Company ~~estimates~~provides ~~and~~case reserves for claims incurred but ~~assumptions~~not ~~involved~~reported in(IBNR). ~~recording~~This ~~insurance~~is ~~reserves,~~an ~~differences~~estimated ~~between~~liability ~~actual~~based upon evaluation of ~~future~~information ~~events~~provided ~~and~~by ~~prior~~our ~~estimates~~internal claims adjusters and ~~assumptions~~our ~~could~~third-party administrators`. ~~result~~Included in these liabilities are case reserve estimates for the costs of the claim, administrative costs as well as legal costs. These estimates are continually reviewed and adjustments to liabilities are reflected ~~these~~in ~~reserves.~~current operating results as they become known.

Goodwill and Intangible Assets

The Company accounts for goodwill and intangible assets pursuant to SFAS No. 142, “Goodwill and Other Intangible Assets”. Under SFAS 142, intangibles with definite lives continue to be amortized on a straight-line basis over the lesser of their estimated useful lives or contractual terms. Goodwill and intangibles with indefinite lives are evaluated at least annually for impairment by comparing the asset’s estimated fair values with its carrying value, based on cash flow methodology.

Stock-based Compensation

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

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

Under this method, the Company began recognizing compensation cost for equity-based compensation for all new or modified grants after the date of adoption. The pro-forma disclosures previously permitted under SFAS No. 123 are no longer an alternative to financial statement recognition. In addition, the Company now recognizes the unvested portion of the grant date fair value of awards issued prior to adoption based on the fair values previously calculated for disclosure purposes over the remaining vesting period of the outstanding options and warrants. Accordingly, the Company recognizes compensation cost for equity-based compensation for all new or modified grants issued after December 31, 2005.

The Company ~~had~~presently ~~two~~has ~~partially~~no ~~vested stock options~~ outstanding at December 31, 2005 pursuant to employment agreements entered into between the Company’s and its president and vice-president. Under these agreements, the Company issued options to purchase up to 650,000 shares of its common stock ~~at a purchase price of $0.15 per share that vest in equal quarterly installments over a three (3) year period. The Company calculated the fair value of the~~ options ~~to be 195,000 using our option pricing model, of which $195,000 was recognized as expense during the nine months ended March 31, 2010~~. In addition, commencing January 1, 2006, the Company is required to recognize the unvested portion of the grant date fair value of awards issued prior to the adoption of SFAS No. 123R based on the fair values previously calculated for disclosure purposes over the remaining vesting period of the outstanding stock options and warrants. At March 31, 2010, the value of the unvested options was $Nil.

-14-

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

~~-15-~~Included at the end of this document.

FINANCIAL STATEMENTSREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

I have audited the accompanying consolidated balance sheet of Smart-tek Solutions, Inc. and subsidiary (the Company) as of June 30, 2010 and 2009 and the related consolidated statements of operations and cash flows for the year then ended, and for the period since inception (March 22, 1995) to June 30, 2010. These consolidated financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these consolidated financial statements based on my audit.

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

In my opinion the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Smart-tek Solutions, Inc. and its subsidiaries as of June 30, 2010 and 2009, and the results of their operations and cash flows for years then ended, and for the period from inception (March 22, 1995) to June 30, 2010 in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses until the latest fiscal year. As discussed in Note 1 to the financial statements, the Company generated a net income of $203,080 and a cash flow from operations of $738,665 during the year ended June 30, 2010, however a working capital deficiency of $994,278 and a stockholders’ deficiency of $438,164 at June 30, 2010. It remains to be seen whether this improvement in operating results can continue. There is still substantive doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/ s / John Kinross-Kennedy

John Kinross-Kennedy Certified Public Accountant Irvine, California October 15, 2010

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Smart-tek Solutions Inc. Consolidated Balance Sheets As of June 30, 2010 and 2009

		2010			2009
Assets
Current assets
Cash and cash equivalents	$	416,389		$	73,272
Accounts receivable		1,041,593			639,284
Contract retention receivable		118,804			235,196
Cost of uncompleted contracts in excess of billings		11,713			37,097
Prepaid expenses and deposits		1,526,094			1,376
Total current assets		3,114,593			986,225
Equipment, net of accumulated depreciation		104,803			15,122
Goodwill		451,311			451,311
	$	3,670,707		$	1,452,658
Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	2,287,493		$	715,622
Accounts payable to related parties		1,227,210			640,916
Billings on uncompleted contracts in excess of costs and estimated revenues		73,117			297,600
Deferred revenue		21,027			12,389
Loans payable		-			310,265
Shareholder loans		500,024			318,134
Total current liabilities		4,108,871			2,294,926
Stockholders’ Deficiency
Preferred stock, $0.001 par value, 5,000,000 shares authorized, zero shares of Class A preferred issued and outstanding at June 30, 2010 and one (1) share issued and outstanding at June 30, 2009		-			-
Common stock: $0.001 par value, 500,000,000, shares authorized, 69,314,124 issued and outstanding at June 30, 2010 and 447,589 issued and outstanding at June 30, 2009 respectively		69,315			448
Additional paid in capital		6,852,863			6,566,465
Accumulated other comprehensive loss		(221,963	)		(67,722	)
Accumulated deficit		(7,138,379	)		(7,341,459	)
Total stockholders’ deficiency		(438,164	)		(842,268	)
	$	3,670,707		$	1,452,658

See accompanying notes to the consolidated financial statements.

Smart-tek Solutions Inc. Consolidated Statements of Operations and Comprehensive Income (Loss) For the years ended June 30, 2010 and 2009

		2010			2009
Revenue
Contract revenue	$	12,038,390		$	3,184,401
Services revenue		91,159			88,310
Other revenue		(7,644	)		1,428
Total revenue		12,121,905			3,274,139
Cost of revenue and service delivery		8,607,646			2,558,706
Gross profit		3,514,259			715,433
Selling, general and administrative expenses		3,301,563			807,250
Operating income (loss)		212,696			(91,817	)
Other expense
Interest		(9,616	)		(44,550	)
Net income (loss)		203,080			(136,367	)
Currency translation adjustment		(154,241	)		53,846
Comprehensive income (loss)	$	48,839		$	(82,521	)
Earnings (loss) per share, basic and diluted	$	0.01		$	(0.18	)
Weighted average shares outstanding, basic and diluted		53,863,199			447,589

See accompanying notes to the consolidated financial statements.

Smart-tek Solutions Inc. Consolidated Statement of Changes in Stockholders’ Deficiency For the years ended June 30, 2010 and 2009

	Common Stock
							Accumulated
					Additional		Other
					Paid in		Comprehensive			Accumulated
	Shares		Amount		Capital		Income			Deficit			Total
Balance – June 30, 2008	447,589	$	448	$	6,533,965	$	(121,568	)	$	(7,205,092	)	$	(792,247	)
Fair Value Options issued to employees	-		-		32,500		-			-			32,500
Net Loss	-		-		-		-			(136,367	)		(136,367	)
Currency translation adjustment	-		-		-		53,846			-			53,846
Balance – June 30, 2009	447,589	$	448	$	6,566,465	$	(67,722	)	$	(7,341,459	)	$	(842,268	)
Shares issued for Marketing Partner Agreement	45,000,000		45,000		-		-			-			45,000
Shares issued for settlement of debt	23,866,535		23,867		286,398		-			-			310,265
Net Income	-		-		-		-			203,080			203,080
Currency translation adjustment	-		-		-		(154,241	)		-			(154,241	)
Balance – June 30, 2010	69,314,124	$	69,315	$	6,852,863	$	(221,963	)	$	(7,138,379	)	$	(438,164	)

See accompanying notes to the consolidated financial statements.

Smart-tek Solutions Inc. Consolidated Statements of Cash Flows For the years ended June 30, 2010 and 2009

		2010			2009
Operating activities
Net income (loss)	$	203,080		$	(136,367	)
Adjustments to reconcile net loss to net cash used in
operating activities
Depreciation and amortization		23,251			2,258
Amortization of deferred compensation		-			32,500
Shares issued for Marketing Partner agreement		45,000			-
Shares issued for settlement of debt		310,265			-
Changes in operating assets and liabilities
Accounts receivable		(402,309	)		(41,745	)
Contract retention receivable		116,392			(8,474	)
Costs of uncompleted contracts in excess of billings		25,384			14,490
Prepaid expenses and deposits		(1,524,718	)		193
Accounts payable and accrued liabilities		1,571,871			104,262
Accounts payable to related parties		586,294			(12,277	)
Billings on uncompleted contracts in excess of costs and estimated revenues		(224,483	)		43,346
Deferred revenue		8,638			(1,278	)
Net cash provided by (used in) operating activities		738,665			(3,092	)
Investing activities
Purchase of equipment		(112,932	)		(14,633	)
Net cash used in investing activities		(112,932	)		(14,633	)
Financing activities
(Decrease) Increase in bank overdraft, net		-			(87,984	)
Proceeds from shareholders loan		181,890			79,288
Proceeds from officer and directors		-			(5,398	)
Repayment of loans payable		(310,265	)		-
Net cash used in financing activities		(128,375	)		(14,094	)
Effects of exchange rates on cash		(154,241	)		53,846
Net increase in cash		343,117			22,027
Cash, beginning of year		73,272			51,245
Cash, end of year	$	416,389		$	73,272
Supplemental cash flow information
Interest paid	$	9,616		$	44,550

See accompanying notes to the consolidated financial statements.

Smart-tek Solutions Inc. Notes to the Consolidated Financial Statements June 30, 2010

1. Summary of significant accounting policies

Nature of operations, basis of financial statement presentation

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

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

In March 2005, the Company entered into a Letter of Intent to acquire Smart-tek Communications, Inc. (“SCI”) a British Columbia based security design and installation contractor. Pursuant to a Share Exchange Agreement executed in April 2005. SCI became a wholly-owned subsidiary of the Company. As a result of this acquisition, the Company has ceased all ongoing business relationships with Xili and will direct its efforts to effectively operate and expand in the security sector.

On February 11, 2009, Smart-tek Automated Services Inc., a wholly owned subsidiary of the Company was incorporated in the State of Nevada for the purpose of adding a yet to be determined new business line. On June 17, 2010, Brian Bonar was contracted to use his expertise and contacts in the PEO area for the benefit of Smart-tek Automated Services, Inc. Smart-tek Automated Services Inc. provides integrated and cost-effective management solutions in the area of human resources for public and private companies. Though Smart-tek Automated Services Inc., provides mainly professional employer organization (“PEO”) services, it is equipped to provide temporary staffing services as well. In a PEO co-employment contract, the Company becomes the employer of record for client company employees’ for tax and insurance purposes. The client company continues to direct the employees’ day-to-day activities, and Allegiant charges a service fee for providing services.

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

Principles of consolidation

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

Use of estimates

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

Cash and equivalents

Cash and cash equivalents consist of cash on hand and bank deposits. For financial reporting purposes, the Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. The Company maintains its cash in bank deposit accounts, which at times, may exceed federally insured limits. The Company has not experienced any losses related to this concentration of risk. At June 30, 2010 and 2009, the Company did not have any deposits in excess of federally insured limits.

Smart-tek Solutions Inc. Notes to the Consolidated Financial Statements June 30, 2010

Accounts Receivable

Accounts receivables are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts, as needed. The Company uses the allowance method to account for uncollectible accounts receivable balances. Under the allowance method, if needed, an estimate of uncollectible customer balances is made based upon specific account balances that are considered uncollectible. Factors used to establish an allowance include the credit quality and payment history of the customer. There is an allowance for doubtful accounts as of June 30, 2010 of $11,628 (2009 – $3,871).

Concentration of credit risk

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

Equipment

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

Goodwill and intangible assets

Income taxes

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

Smart-tek Solutions Inc. Notes to the Consolidated Financial Statements June 30, 2010

Revenue recognition

The Company accounts for its construction projects using the percentage of completion method, measured using the cost-to-cost method. This method of accounting requires a calculation of job profit to be recognized in each reporting period for each contract abased upon estimates of future outcomes, which include:

Estimates of total cost to complete the contract;

Estimates of contract schedule and completion date;

Estimates of the percentage the contract is complete; and

Amounts of any probable unapproved claims and change orders included in revenue.

The company also provides various other services to customers not covered under construction contracts such as equipment repairs. The revenue from the provision of these types of services is recorded once the specific job is complete.

The Company recognizes professional employment organizations (PEO) revenues when each periodic payroll is delivered to the client. Revenues are reported in accordance with the requirements of Financial Accounting Standards Board (“FASB”) Emerging Issues Task Force Issue No. 99-19, “Reporting Revenues Gross as a Principal Versus Net as an Agent.” (EITF 99-19). Consistent with its revenue recognition policy, the Company’s net PEO revenues and cost of PEO revenues do not include the payroll cost of its worksite employees. Instead, PEO revenues and cost of PEO revenues are comprised of all other costs related to its worksite employees, such as payroll taxes, employee benefit plan premiums and workers’ compensation insurance. PEO revenues also include professional service fees, which are primarily computed as a percentage of client payroll or on a per check basis.

Foreign currency translation

The functional currency of the Company is the United States dollar. The Company’s Canadian subsidiary’s financial statements are translated into United States dollars at the exchange rates in effect at the balance sheet date for assets and liabilities and at average rates for the period for revenues and expenses. Resulting exchange differences are accumulated as a component of accumulated other comprehensive loss.

Smart-tek Solutions Inc. Notes to the Consolidated Financial Statements June 30, 2010

Comprehensive (loss) income

Comprehensive income or loss encompasses net income or loss and “other comprehensive income or loss”, which includes all other non-owner transactions and events that change shareholder’s deficiency. The Company’s other comprehensive loss reflects the effect of foreign currency translation adjustments on the translation of the financial statements from the functional currency of Canadian dollars into the reporting currency of U.S. dollars.

Stock-based compensation

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

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

Recovery of long-lived assets

The Company adopted SFAS Statement 144, “Accounting for the Impairment and Disposal of Long-Lived Assets (“SFAS 144”). SFAS 144 requires recognition of impairment losses on long-lived assets when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts.

Advertising expenses

The Company expenses advertising costs as incurred which was $2,497 for the year ended June 30, 2010 (2009 -$1,110).

Earnings (loss) per share

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

Smart-tek Solutions Inc. Notes to the Consolidated Financial Statements June 30, 2010

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:

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

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

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

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

At December 31, 2008 and September 30, 2008, the carrying amounts of financial instruments, including cash, accounts and other receivables, accounts payable and accrued liabilities, and notes payable approximate fair value because of their short maturity.

Recent Accounting Pronouncements

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

In January 2010, the FASB issued guidance on improving disclosures about fair value measurements to add new disclosure requirements for significant transfers in and out of Level 1 and 2 measurements and to provide a gross presentation of the activities within the Level 3 rollforward. The guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. The disclosure requirements are effective for interim and annual reporting periods beginning after December 15, 2009, except for the requirement to present the Level 3 rollforward on a gross basis, which is effective for fiscal years beginning after December 15, 2010. The adoption of this guidance was limited to the form and content of disclosures, and will not have a material impact on our consolidated results of operations and financial condition.

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

Smart-tek Solutions Inc. Notes to the Consolidated Financial Statements June 30, 2010

2. Acquisitions

On April 15, 2005, the Company entered into a Share Exchange Agreement with Smart-tek Communications, Inc. (“SCI”) and with the sole shareholder of SCI to acquire all of the outstanding shares of SCI.

In exchange for the SCI shares, the Company issued to SCI’s shareholder, 1,000 common shares and 1 Class A Preferred Share of the Company. The preferred share will enable the holder to exercise the voting control over 40% of the Company upon issuance. The remaining 60% voting control is to be assigned to the outstanding common shares of the Company. Such preferred shares shall not be convertible, exchangeable, transferable or otherwise purchased, conveyed or redeemed at any time while outstanding during a two-year period. In addition, the voting power of such preferred share shall decrease over a two year period so as to have 20% voting control 12 months after issuance, 10% voting control over 18 months after issuance and zero voting control 24 months after issuance at which time the preferred shares will be redeemed for no consideration.

The acquisition was accounted for as a purchase and the results of SCI’s operations beginning April 16, 2005 are included in the accompanying consolidated statement of operations. The acquisition of assets and liabilities has been recorded at their fair market value at the date of purchase. The Company determined that the historical cost of the assets and liabilities acquired approximated their fair market values given the nature of the assets and liabilities acquired. Purchase price allocation was as follows:

Valuation of shares of common stock and preferred stock	$	1
Assets acquired		276,012
Liabilities assumed		(727,324	)
		451,312
Goodwill	$	451,311

3. Contract Retention Receivable

Under the Builder’s Lien Act (British Columbia), under which the subsidiary SCI operates, for each contract or subcontract a holdback amount is retained by the customer equal to 10% of the greater of:

(a) The value of the work or materials as they are actually provided under contract or subcontract, and (b) The amount of any payment made on account of the contract or subcontract price.

On the request of a contractor or subcontractor, the payment certifier must, within 10 days after the date of the request, determine whether the contract or subcontract has been completed and, if the payment certifier determines that it has been completed, the payment certifier must issue a certificate of completion.

If a certificate of completion is issued with respect to a contract or subcontract, the holdback period expires at the end of 55 days after the certificate of completion is issued.

As of June 30, 2010 and June 30 2009, contract retention receivables were $118,804 and $235,196 respectively.

Smart-tek Solutions Inc. Notes to the Consolidated Financial Statements June 30, 2010

4. Equipment

						June 30						June 30
				Accumulated		2010				Accumulated		2009
		Cost		Depreciation		Net Book		Cost		Depreciation		Net Book
						Value						Value
Computer equipment & software	$	29,781	$	8,244	$	21,537	$	899	$	762	$	137
Office furniture & equipment		26,194		8,548		17,646		13,202		3,885		9,317
Computer equipment under capital lease		2,140		1,896		244		2,140		1,791		349
Automobile		77,216		11,840		65,376		6,158		839		5,319
	$	135,331	$	30,528	$	104,803	$	22,399	$	7,277	$	15,122

5. Bank Overdraft

At June 30, 2010, bank overdrafts covered by a revolving line of credit were $Nil (2009 - $Nil). The revolving line of credit agreement is between SCI, the Company’s wholly owned subsidiary, and HSBC Bank of Canada. The revolving line of credit facility bears interest at the rate of prime plus 4.50% per annum, allows authorized bank overdrafts of up to $117,413 ($125,000 CDN) and is secured by a shareholder guarantee and $49,591 ($52,796 CDN) in the form of a term deposit.

Pursuant to the banking facility, the Company’s wholly owned subsidiary is required to maintain minimum equity of $93,930 (CDN$100,000). The Company’s wholly owned subsidiary is not in compliance with this condition at June 30, 2010.

6. Shareholder loans

At June 30, 2010 the Company is indebted to a company controlled by the Company’s president in the amount of $500,024. The loan is unsecured, bears 7.5% interest and has no fixed terms of repayment. The Company’s president has waived any interest earned in fiscal 2010.

7. Loans payable

At June 30, 2010, the Company has outstanding loans payable in the amount of $Nil (2009 - $318,124). The loans are unsecured, bear no interest and have no fixed terms of repayment.

Smart-tek Solutions Inc. Notes to the Consolidated Financial Statements June 30, 2010

8. Income taxes

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

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

The Company generated a deferred tax credit through net operating loss carry forwards. As of June 30, 2010 the company had federal and state net operating loss carry forwards of approximately $ that can be used to offset future federal income tax. The federal and state net operating losses are reduced by a valuation allowance, when, in the opinion of management, utilization is not reasonably assured. A valuation allowance of 100% has been established; based on it is more likely than not that some portion or all of the deferred tax credit will not be realized.

At June 30, 2010, STS had available federal net operating loss (NOL) carry forwards of approximately $6,818,234. Under Section 382 of the internal Revenue Code of 1986, as amended, the use of prior losses including NOLs is subject to rules if a corporation undergoes an “ownership change”. Future issuances of equity interests by us for acquisitions or the exercise of outstanding options to purchase our capital stock may result in an ownership change that is large enough for a limitation on the use of NOLs to apply. If the limitation applies, we may be unable to use a material portion of its available NOL carry forwards to reduce future taxable income. The income tax effect of temporary differences between financial and tax reporting gives rise to the deferred tax asset at June 30, 2010 and June 30, 2009 as follows:

		2010			2009
Deferred tax asset, beginning	$	2,457,460		$	2,409,732
Benefit (provision )of current year’s operating loss carry forward (gain)		(71,078	)		47,728
Deferred tax asset, ending	$	2,386,382		$	2,457,460
Valuation allowance, beginning	$	(2,457,460	)	$	(2,409,732	)
Current year’s loss carry forward (provision)		71,078			(47,728	)
Valuation allowance, ending	$	(2,386,382	)	$	(2,457,460	)
Deferred tax asset, net	$	-		$	-
Tax at blended U.S./Canadian statutory rates		(35%	)		(35%	)
Loss carryover		35%			35%
Tax expense	$	-		$	-

Smart-tek Solutions Inc. Notes to the Consolidated Financial Statements June 30, 2010

9. Common Stock

At June 30, 2010, the Company is authorized to issue:

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

At June 30, 2010, there are 69,314,124 shares of common stock outstanding.

Preferred Stock

Pursuant to the share exchange agreement dated April 15, 2005, the Company agreed to issue one share of Class A preferred stock to the sole shareholder of SCI, Perry Law. The preferred share will enable the holder to exercise the voting control of 40% of the Company upon issuance. The remaining 60% voting control is to be assigned to the outstanding common shares of the Company. Such preferred shares shall not be convertible, exchangeable, transferable or otherwise purchased, conveyed or redeemed at any time while outstanding during a two-year period. In addition, the voting power of such preferred share shall decrease over such two-year period so as to have 20% voting control 12 months after issuance, 10% voting control 18 months after issuance and zero voting control 24 months after issuance, at which time the preferred share will be redeemed by the Company for no consideration. This preferred share had no voting rights since April 15, 2007 and was redeemed prior to the June 30, 2010 fiscal year end.

10. Costs and Estimated Earnings on Uncompleted Contracts

		2010			2009
Costs incurred on uncompleted contracts	$	1,247,521		$	1,225,215
Estimated earnings		907,139			746,096
		2,154,660			1,971,311
Less: Billings to Date		(2,216,064	)		(2,231,814	)
	$	(61,404	)	$	(260,503	)

Included in accompanying balance sheets under the following captions:

Costs of uncompleted contracts in excess of billings		11,713			37,097
Billings on uncompleted contracts in excess of costs and estimated revenues	$	(73,117	)	$	(297,600	)
	$	(61,404	)	$	(260,503	)

11. Related Party Transactions

During the year ended June 30, 2010, Smart-tek Communications Inc. (a wholly owned subsidiary) paid $1,130,006 in management salaries to its President and Vice president which included bonuses of $845,671 and consulting fees of $83,445. Such costs have been reflected in the accompanying statement of operations.

Smart-tek Solutions Inc. Notes to the Consolidated Financial Statements June 30, 2010

11. Related Party Transactions - continued

During the year ended June 30, 2010, Smart-tek Automated Services Inc. (a wholly owned subsidiary) paid consulting fees of $73,430 to a company controlled by an officer of the Company. Such costs have been reflected in the accompanying statement of operations.

Amounts due to officers and directors were $1,227,210 as of June 30, 2010.

12. Commitments

Operating leasesThe Company’s wholly owned subsidiary Smart-tek Communications Inc. entered into a non-cancellable operating lease for office space on March 1, 2008. Furthermore, the Company’s wholly-owned subsidiary is committed to operating leases for four company vehicles up to April 2014. The minimum payments required under these operating leases for each of the four years subsequent to June 30, 2010 are approximately as follows:

		Year ending
		June 30
2011		22,423
2012		17,659
2013		8,437
2014		6,679

Employment agreementsThe Company’s wholly owned subsidiary Smart-tek Communications Inc. has annual employment agreements with the president and vice-president and is committed to pay each of them annual salaries of $140,895 (CDN$150,000) along with annual car allowances of $14,090 (CDN$15,000).

Smart-tek Solutions Inc. Notes to the Consolidated Financial Statements June 30, 2010

12. Commitments, continued

Marketing partner agreement

By agreement dated June 30, 2009, the Company entered into a Marketing Partner Agreement with its wholly owned subsidiary, Smart-tek Automated Services, Inc. (“SASI”), and Brian Bonar (“Bonar”), a director of the Company.

Pursuant to the terms of the marketing agreement, Bonar agreed to provide certain services to SASI to promote and market the business of SASI to prospective clients, in consideration of which SASI agreed to pay Bonar a commission consisting of the following: (i) for every US$1,000,000 in annualized gross sales of SASI up to the first US$25,000,000 in annualized sales introduced by Bonar, Bonar will receive 1,800,000 shares of common stock of the Company up to a maximum of 45,000,000 shares of Company’s common stock; and (ii) after an aggregated US$25,000,000 in annualized gross sales by SASI resulting from sales introduced by Bonar, Bonar will receive one percent of annualized gross revenues of SASI for the amounts in excess of US$5,000,000 of annualized gross sales in any given fiscal year payable in cash. The agreement is for an indefinite term and may be terminated by either party without cause on 30 days written notice.

Settlement agreement

In July, 2009 Smart-Tek negotiated a settlement with Richardson & Patel LLP pursuant to the terms of which Smart-Tek would be required to pay Richardson & Patel $10,000 per month, commencing August 1, 2009, until payments in the aggregate of $200,000 were made in full and final settlement of all claims that the firm had or may have had against Smart-Tek with respect to certain outstanding accounts owed by Smart-Tek to the firm totaling approximately $315,000 for legal services rendered. In connection with the settlement, Richardson & Patel requested that the parties enter into a stock pledge agreement pursuant to which Perry Law (1,829 shares pledged), P5 Holdings Ltd (30,984 shares pledged), Agri-Tech Marketing (22,000 shares pledged), Donald Gee (40,000 shares pledged) and Joe Law (21,795 shares pledged) would pledge an aggregate of 116,608 (post-split) shares of Smart-Tek’s issued and outstanding common stock as security for repayment of the amounts owed to Richardson & Patel. As of the date of this Annual Report: there has been no settlement of all amounts owed to Richardson & Patel, Richardson & Patel received and continues to hold the pledged shares and Smart-Tek has not made any payments to Richardson & Patel.

15. Subsequent events

On August 20, 2010, the Company filed a preliminary 14A proxy to approve the sale of the Company’s wholly owned subsidiary Smart-Tek Communications Inc. to its president and founder Perry Law.

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

	(a)	$821,756 of the purchase price shall be paid and satisfied by setting-off the Company’s indebtedness to the Perry Law pursuant to a Loan, including all accrued and unpaid interest there under up to the date that the sale close; and
	(b)	$1.00 of the purchase price shall be paid by Perry Law for transferring 32,817 shares owned by him to the Company.

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

None.

~~ITEM~~Item 9A(T). ~~CONTROLS~~Controls ~~AND~~and ~~PROCEDURES~~ Procedures.

AsDisclosure ~~required~~Controls ~~by Rule 13a-15 under the Exchange Act, we have evaluated the effectiveness of the design~~ and operation of our disclosure controls and procedures at June 30, 2010, which is the end of the period covered by this report. This evaluation was carried out by our principal executive officer and our principal financial officer. Based on this evaluation, our principal executive officer and our principal financial officer have concluded that the design and operation of our disclosure controls and procedures are effective as at the end of the period covered by this report.Procedures

~~There~~As ~~were~~of noDecember ~~changes~~31, in2011, ~~our~~under ~~internal~~the ~~control~~supervision ~~over~~and ~~financial~~with the ~~reporting~~participation ~~during~~of the ~~fiscal~~Company's ~~quarter~~Chief ~~ended~~Executive ~~March~~Officer 31and the Chief Financial Officer, ~~2010~~management ~~that~~has ~~have~~evaluated ~~materially~~the effectiveness of the design and operation ~~affected~~of orthe ~~are~~Company's ~~reasonably~~disclosure ~~likely~~controls toand ~~materially~~procedures. ~~affect~~Based on that evaluation, the ~~our~~Chief ~~internal~~Executive ~~control~~Officer and the Chief Financial Officer have concluded that the Company's ~~over~~disclosure ~~financial~~controls ~~reporting~~and procedures were not effective as of December 31, 2011.

~~Disclosure~~Changes ~~controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by our company~~ in ~~the~~Internal ~~reports~~Control ~~that~~over weFinancial file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.Reporting

There were no changes in internal control over financial reporting that occurred during the last fiscal quarter covered by this report that have materially affected, or are reasonably likely to affect, the Company's internal control over financial reporting.

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 the Securities Exchange Act of 1934 Rule 13a-15(f). Our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO Framework").

Based on this evaluation, management has concluded that our internal control over financial reporting was not as effective as of December 31, 2011 due to the relatively small staff size of its financial group. As such, our principal Chief Executive Officer and Chief Financial Officer concluded that we could have a material weakness due to lack of segregation of duties and staffing levels needed to timely file with the Securities and Exchange Commission our annual report on Form 10-K. The volume of administrative work peaks at the end of each quarter requiring additional resources to process the workload. We have hired an additional administrative person to assist in that additional workload

This annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to temporary rules of the SEC that permit the company to provide only management's report on internal control in this annual report.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers, Promoters and Control Persons

As at ~~June~~December 3031, ~~2010~~2011, our directors and executive officers, their ages, positions held, and duration of such, are as follows:

Name	Position Held with our Company	Age	Date First Elected or Appointed
Perry Law	Chief Executive Officer and Chief Financial Officer of Smart-Tek Communications Inc, and Director of Smart-Tek Solutions, Inc.	47	September 30, 2006
Brian Bonar	Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer President and Director	65	May 29, 2009
Brian Bonar	Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer President and Director	63	May 29, 2009
Owen Naccarato	Director	62	September 29, 2009
Owen Naccarato	Director	61	September 29, 2009

Business Experience

The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person’s principal occupation during the period, and the name and principal business of the organization by which he was employed.

~~Perry~~Brian ~~Law~~Bonar ison March 12, 2010, was appointed as Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer of the ~~founder~~issuer and Chairman of ~~our~~the ~~subsidiary~~Board. Prior to this, ~~Smart-Tek~~Mr. Bonar was appointed to the STTN ~~Communications~~Board ~~Inc.~~on May 29, 2009 and ~~has~~named ~~been~~President ~~its~~of ~~Chief~~STTN ~~Executive~~on ~~officer~~September ~~since~~17, ~~1997~~2009. Mr. ~~Law~~ Bonar has over ~~sixteen~~18 years of experience with IBM in Europe, Asia and the ~~security/surveillance~~USA ~~systems~~and an ~~industry~~additional 20 years in high growth companies both private and public in various locations in the USA and ~~has~~the ~~played~~United Kingdom. From 2003 until 2006, Mr. Bonar was the Chairman and CEO of The Solvis Group, which provides staffing, PEO and ASO services to mainly the medical and call center market segments. From 2004 until 2009, Mr. Bonar was the Chairman and CEO of Dalrada Financial Corporation, a ~~central~~California ~~role~~based financial service corporation providing workers compensation, health insurance and various other insurance products directly to the end consumer and marketed via various PEO and staffing companies. From September 2007 until 2009, Mr. Bonar was the President and a member of the board of directors of Allegiant Professional, a publicly traded company. Also from September 2007 until 2009, Mr. Bonar founded AMS Outsourcing, a PEO focusing mainly in ~~introducing~~the transport market place and ~~implementing~~also ~~technological~~established an international ~~changes~~presence in the ~~local/regional~~Czech ~~security~~Republic ~~industry~~and Mexico. From 2004 to 2009, he was a member of the board of directors of the following companies and organizations: The Solvis Group, Warning Management Corporation, Dalrada Financial Corporation, American Marine LLC, Alliance National Insurance Company and The Boys and Girls Club of Greater San Diego. Mr. ~~Law~~Bonar ~~has~~holds ~~held~~the ~~numerous~~honorary title, Lord Bonar of Wilcrick, ~~executive~~Cardiff, ~~management~~Wales ~~positions~~United Kingdom. He received a BSC in ~~both~~Mechanical ~~private~~Engineering from the Strathclyde University, Glasgow Scotland and ~~public~~a ~~companies~~MBA and isa ~~very~~PHD in the field of ~~active~~International Business Development Studies from the Stafford University, England UK. Mr. Bonar’s specific experience and contacts in ~~charitable~~the ~~causes~~PEO industry was a key element in appointing Mr. Bonar CEO and subsequently as a director.

~~Brian~~Owen ~~Bonar~~Naccarato ~~on March 12~~Esq., ~~2010,~~ was appointed as ~~Chief Executive~~a ~~Officer,~~Director ~~Chief Financial Officer, Secretary, Treasurer of the issuer~~on ~~and~~September ~~Chairman of the Board. Prior to this, Mr. Bonar was appointed to the STTN Board on May~~ 29, 2009 ~~and named President of STTN on September 17, 2009~~. MRMr. ~~Bonar~~ Naccarato has ~~over~~for ~~18 years of experience with IBM in Europe, Asia and~~ the ~~USA~~last ~~and an~~fourteen ~~additional 20~~ years inbeen ~~high~~a ~~growth companies both private and public in~~sole ~~various~~practitioner ~~locations~~specializing in ~~the~~corporate ~~USA~~ and ~~the~~securities ~~United Kingdom~~law. ~~From~~Prior ~~2003~~to ~~until 2006~~practicing law, Mr. ~~Bonar~~ Naccarato was ~~the~~CFO ~~Chairman~~ and ~~CEO~~Director of ~~The~~Kaire ~~Solvis Group~~Holdings, ~~which provides staffing~~Inc., ~~PEO~~a publicly ~~and~~traded ~~ASO services to mainly the medical and call centre market segments~~corporation. ~~From 2004~~Additionally ~~until 2009,~~ Mr. ~~Bonar~~Naccarato ~~was~~held ~~the~~various ~~Chairman~~high ~~and~~level ~~CEO of Dalrada Financial Corporation, a California based~~ financial ~~service corporation providing workers~~ ~~compensation, health insurance~~ and ~~various~~operating ~~other~~positions ~~insurance~~with ~~products~~fortune ~~directly~~500 ~~to the~~firms ~~end~~including ~~consumer~~Baxter ~~and~~Edwards, ~~marketed~~Baxter International ~~via~~Corp. ~~various PEO~~ and ~~staffing~~Tiger ~~companies~~Leasing. ~~From September 2007 until 2009,~~ Mr. ~~Bonar~~Naccarato ~~was~~is ~~the President and~~ a member of the ~~board~~ ofCalifornia ~~directors~~State ofBar ~~Allegiant Professional~~Association, athe ~~publicly~~Orange ~~traded~~County ~~company.~~and ~~Also~~the ~~from September~~Los ~~2007~~Angeles ~~until~~County Bar ~~2009,~~Associations. Mr. ~~Bonar~~Naccarato ~~founded~~has ~~AMS Outsourcing,~~ a ~~PEO focusing mainly in the transport market place and also established an international presence in the Czech Republic and Mexico~~J.D. ~~From~~from ~~2004~~Western toState ~~2009~~University, hean ~~was a member of~~MBA ~~the~~from ~~board~~DePaul ofUniversity ~~directors of the following companies~~ and ~~organizations:~~an ~~The~~undergraduate ~~Solvis Group,~~degree ~~Warning~~in ~~Management~~accounting ~~Corporation,~~from ~~Dalrada Financial Corporation, American~~Northern ~~Marine~~Illinois ~~LLC,~~University. ~~Alliance~~Mr. ~~National~~Naccarato ~~Insurance~~also ~~Company~~matriculated ~~and~~as ~~The~~a ~~Boys~~CPA ~~and~~in ~~Girls~~the ~~Club~~State of ~~Greater~~Illinois ~~San~~in ~~Diego~~1977. ~~Mr.~~Smart-tek ~~Bonar holds the Honorary title~~Solutions, ~~Lord~~Inc. ~~Bonar~~felt ~~of Wilcrick, Cardiff, Wales United Kingdom~~Mr. HeNaccarato’s ~~received a BSC in Mechanical Engineering from~~broad ~~the~~experience ~~Strathclyde~~would ~~University,~~be ~~Glasgow Scotland and~~ a ~~MBA~~benefit ~~and~~to aassist ~~PHD~~ in the ~~field~~future growth of ~~International~~ ~~Business Development Studies from~~ the ~~Stafford University, England UK~~Company.

Owen Naccarato, was appointed as a Director on September 29, 2009. Mr. Naccarato has for the last fourteen years been a practicing attorney specializing in corporate and securities law. Prior to practicing law, Mr. Naccarato held various high level financial and operating positions with fortune 500 firms. Mr. Naccarato is a member of the California State Bar Association, the Orange County and the Los Angeles County Bar Associations and their respective corporate law sections. Mr. Naccarato has a J.D. from Western State University, an MBA from DePaul University and an undergraduate degree in accounting from Northern Illinois University.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board. Our next annual shareholder meeting is tentatively planned for July 20, 2012.

Committees of the Board Ofof Directors

At present, we do not have an audit committee, compensation committee, nominating committee, an executive committee of our board of directors, stock plan committee or any other committee.

Family Relationships

There are no family relationships among our directors or officers.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

	1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
	2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
	3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
	4.	being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Audit Committee and Audit Committee Financial Expert

We have no audit committee financial expert. We believe that the cost related to retaining a financial expert at this time is prohibitive. Further, because of our stage of development, we believe the services of a financial expert are not warranted.

Code Ofof Ethics

On October 14, 2008 we adopted an amended and restated code of ethics applicable to all of our directors, officers, employees and consultants, which is a “code of ethics” as defined by applicable rules of the SEC. Our Code of Ethics is attached as an exhibit to this annual report. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our chief executive officer, chief financial officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.

Compensation of Directors

Directors do not receive compensation for their duties as a director.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with the exception that Brian Bonar failed to file a Form 3.

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth all compensation ~~received~~paid ~~during~~for ~~the~~services ~~two~~rendered ~~years~~during the year ended ~~June~~December 3031, ~~20010by~~2011 and 2010 by our Chief Executive Officer, Chief Financial Officer and each of the other most highly compensated executive officers whose total compensation exceeded $100,000 in such fiscal year. These officers are referred to as the Named Executive Officers in this Report.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option ~~Awards~~Award s ($)	Non-Equity Incentive Plan Compensa- tion ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensa -tion ($)	Total ($)
Perry Law(1) Director	2010 2009	78,800 78,800	132,040 132,040	Nil Nil	Nil Nil	Nil Nil	Nil Nil	725,742 Nil	936,582 210,920
Brian Bonar(1) President, Secretary, Treasurer, Chief Executive Officer and Chief Financial Officer	Dec 2011 Dec 2010	357,728 344,528	Nil Nil	218,980 Nil	Nil Nil	Nil Nil	Nil Nil	602,606 60,000	1,179,314 404,528
Stephen Platt(2) Vice President of Smart-Tek Communications Inc.	2010 2009	85,311 85,311	108,032 108,032	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	193,343 193,343
Kelly Mowrey Chief Operating Officer	Dec 2011 Dec 2010	294,760 272,850	50,000 6,250	Nil Nil	Nil Nil	Nil Nil	Nil Nil	181,003 Nil	525,763 285,350
Brian Bonar(3) President, Secretary, Treasurer, Chief Executive Officer and Chief Financial Officer	2010	388,415							388,415
Kelly Mowrey Chief Operating Officer	2010	280,000	24,000						304,000

	(1)	Mr. Perry Law has been the President and CEO of Smart-tek Communications Inc. since its inception. Smart-tek Communications is the wholly-owned subsidiary of Smart-tek Solutions. Mr. Law resigned President and CEO of Smart-tek Solutions on March 5, 2010 effective March 5, 2010.
	(2)	Stephen Platt is the Vice-President of Smart-tek Communications Inc., our wholly owned subsidiary.

(1)	Mr. Bonar has been the President and CEO of Smart-tek Automated Services, Inc, since May, 29, 2009 its inception. Smart-tek Automated Services, Inc. is a wholly-owned subsidiary of Smart-tek Solutions. Mr. Bonar became CEO of Smart-tek Solutions on March 5, 2010 effective March 5, 2010.

(3) Mr. Brian has been the President and CEO of Smart-tek Automated Services, Inc, since May, 29, 2009 its inception. Smart-tek Automated Services, Inc. is a wholly-owned subsidiary of Smart-tek Solutions. Mr. Bonar became CEO of Smart-tek Solutions on March 5, 2010 effective March 5, 2010.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

Securities Authorized for Issuance ~~Under~~under Equity Compensation Plans

EQUITY COMPENSATION PLANS

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END OPTION AWARDS STOCK AWARDS Name 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 (#) Brian Bonar o o o o o o o o o ~~Perry~~Owen ~~Law~~Naccarato o o o o o o o o o ~~Stephen Platt o o o o o o o o o~~

Compensation of Directors

DIRECTOR COMPENSATION
Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Brian Bonar	$0	0	0	0	0	0	$0
Perry Law	$0	0	0	0	0	0	$0
Owen Naccarato	$0	0	0	0	0	0	$0

Options/SAR Grants in the Last Fiscal Year:

None

Employment Contracts

Other than as described below, we presently do not have any employment or compensation arrangements with our officers and directors.

On ~~April~~December 239, ~~2005~~2010, wethe ~~entered~~board ~~into an employment agreement with Perry Law, pursuant to which Mr. Law agreed to serve as President~~ of ~~the Company’s wholly-owned subsidiary,~~ Smart-~~Tek~~tek ~~Communications,~~Solutions Inc~~, effective April 23, 2005~~. ~~The Employment Agreement has an initial term of five (5) years~~ ~~but provides for automatic extensions for additional one~~ (1“Smart-tek”) ~~year~~amended ~~terms.~~the ~~The~~ marketing agreement ~~provides~~entered ~~for~~into aon ~~minimum~~June ~~base salary of CDN$150~~17,~~000,~~ ~~plus~~2009 ~~such other~~in ~~amounts,~~order ifto ~~any,~~clarify asbasis ~~the~~for ~~Board~~calculating ~~of Directors of~~ the ~~Company~~shares ~~may from time~~ to ~~time determine.~~be Inissued ~~addition, Mr. Law is eligible~~ for ~~an annual incentive bonus at the~~compensation ~~discretion~~pursuant ~~of the board. On July 31, 2009 we entered into an amendment~~ to the ~~employment~~ ~~agreement~~marketing ~~with Mr~~agreement. ~~Law~~The ~~pursuant~~agreement towas ~~which~~between ~~we agreed to amend the~~Smart-tek ~~employment~~Solutions ~~agreement of Mr~~Inc., ~~Law~~it’s ~~with~~wholly ~~SCI~~owned tosubsidiary ~~provide~~Smart-tek ~~that~~Automated ~~in the event of a change of control in SCI~~Services, MrInc. ~~Law would receive a lump sum payment of 2~~,~~000% of~~ ~~his current salary~~ and ~~250%~~its ofaffiliated ~~any~~businesses ~~bonus~~(hereinafter hecollectively ~~would~~referred ~~be entitled~~ to as of the ~~end~~ of“Company”) ~~the~~and, ~~fiscal~~Brian ~~year~~Bonar, inan ~~which~~individual ~~the~~(hereinafter ~~change~~referred ofto ~~control~~as ~~occurs.~~the “Marketing Partner”)

OnPursuant ~~April~~to ~~23,~~the ~~2005,~~terms weof ~~entered~~the ~~into~~marketing ~~an employment~~ agreement, ~~with~~Brian Bonar ~~Stephen~~agreed ~~Platt,~~to ~~pursuant~~provide tocertain ~~which~~services ~~Mr.~~to ~~Platt~~Smart-tek ~~agreed~~Automated to ~~serve~~promote asand ~~Vice-President of~~market the ~~Company’s~~new ~~wholly-owned~~business ~~subsidiary,~~of Smart-~~Tek~~tek ~~Communications,~~to ~~Inc~~prospective clients, ~~effective April~~in ~~23,~~consideration ~~2005.~~of ~~The~~which Smart-tek ~~Employment~~agreed ~~Agreement~~to ~~has~~pay anMr. ~~initial~~Bonar ~~term~~a commission consisting of ~~five~~the ~~(5)~~following: ~~years~~For ~~but~~each ~~provides~~US$1,000,000 ~~for~~in ~~automatic~~actual ~~extensions~~net ~~for~~sales ~~additional~~of ~~one~~the ~~(1)~~Company ~~year~~subsequent ~~terms.~~to ~~The~~the first ~~agreement~~aggregate ~~provides~~of ~~for~~US a$20,000,000 ~~minimum~~in ~~base~~actual ~~salary~~net sales and up to the first aggregate of US ~~CDN~~$~~150~~30,000,000 ~~plus~~in ~~such~~actual ~~other amounts,~~net ifsales ~~any,~~of as the ~~Board~~Company, ofintroduced ~~Directors~~by ofMarketing Partner to the Company ~~may~~(the ~~from~~“Client ~~time~~Contacts”), toMarketing ~~time determine.~~Partner Inwill ~~addition~~receive 4,500,000 MrShares without further compensation. ~~Platt~~The ismaximum ~~eligible~~aggregate ~~for~~Shares anthat may ~~annual~~be ~~incentive~~issued ~~bonus~~to in the ~~discretion~~Marketing ofPartner under the ~~board.~~Agreement are 45,000,000 Shares.

OnAfter ~~June~~an ~~17,~~aggregate 2009, our subsidiary, Smart-Tek Automated Services, Inc. (“Smart-Tek Automated”), a private Nevada corporation entered into a marketing partner agreement dated June 17, 2009 with Brian Bonar. Pursuant to the terms of the marketing agreement, Brian Bonar agreed to provide certain services to Smart-Tek Automated to promote and market the new business of Smart-Tek to prospective clients, in consideration of which Smart-Tek agreed to pay Mr. Bonar a commission consisting of the following: (i) for every US$130,000,000 in ~~annualized~~actual ~~gross~~net sales ofis reached ~~Smart-Tek~~by ~~up to~~ the ~~first US$25,000,000~~Company inresulting ~~annualized~~from ~~sales~~Client contacts introduced by ~~Mr. Bonar, Mr. Bonar will~~Marketing ~~receive~~Partner ~~1,800,000 shares of common stock of Smart-Tek up~~ to athe ~~maximum of 45~~Company,~~000,000~~ ~~shares~~Marketing ofPartner ~~Smart-Tek’s~~will ~~common~~receive ~~stock;~~two ~~and~~percent (ii2%) ~~after an aggregated~~of ~~US$25,000,000~~annual innet ~~annualized gross sales by Smart-Tek resulting from sales introduced by Mr. Bonar, Mr. Bonar will receive one percent of annualized gross~~ revenues of ~~Smart-Tek~~the Company for the amounts in excess of US$5,000,000 of actual ~~annualized~~net ~~gross~~revenues ~~sales~~ in any given fiscal year ~~payable~~ in cash. ~~The agreement is for an indefinite term and may be terminated by either party without cause on 30 days written notice.~~

36The agreement is for an indefinite term

HEALTH INSURANCE FOR EMPLOYEES

Smart-tek Automated Services – yes

Smart-tek Communications Inc - yes

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

As of ~~September~~December 3031, ~~2010~~2011, there were 6949,~~314~~212,~~124~~123 shares of our common stock outstanding. The following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of that date by (i) each of our directors, (ii) each of our executive officers, and (iii) all of our directors and executive officers as a group. Except as set forth in the table below, there is no person known to us who beneficially owns more than 5% of our common stock.

Title of Class Directors and Officers:	Name and Address of Beneficial Owner	Number of Shares Beneficially Owned (1)	Percentage of Class (1)
	Name and Address	Number of Shares
Common Stock	Perry Law Unit 10 – 11720 Voyageur Way Richmond, BC V6X 3G9	32,817	0%
Title of Class	of Beneficial Owner	Beneficially Owned (1)	Percentage of Class (1)
Common Stock	Brian Bonar 1100 Quail Street, Suite 100 Newport Beach, CA 92660	45,000,000	64.9%
Directors and Officers:
Common Stock	~~Owen~~Brian ~~Naccarato~~Bonar 1100 Quail Street, Suite 100 Newport Beach, CA 92660	-21,998,499	-44.7%
Common Stock	~~Directors~~Owen ~~and~~Naccarato ~~Officers~~1100 asQuail aStreet, ~~group~~Suite ~~(1)~~100 Newport Beach, CA 92660	453,~~032~~000,~~817~~000	646.91%
5% Stockholders
Common Stock	Directors and Officers as a group (1)	24,998,499	50.8%
Common Stock	Brian Bonar 1100 Quail Street, Suite 100 Newport Beach, CA 92660	45.000.000	64.9%

Notes
(1)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. The percentage of class is based on 64,314,124 shares of common stock issued and outstanding as of September 30, 2010.
(2)	On June 23, 2008, the Company entered into Debt Settlement Agreements with Perry Law and P5 Holdings Ltd. Perry Law holds all of the voting securities of P5 Holdings Ltd. Pursuant to the terms of the Debt Settlement Agreements, the Company issued an aggregate of 8,203,241 shares to Mr. Law and P5 Holdings Ltd. The shares were issued as consideration of the settlement of unsecured loans in the amount of $287,113.45 owed to Mr. Law and P5 Holdings Ltd. by the Company.

Notes

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. The percentage of class is based on 49,212,123 shares of common stock issued and outstanding as of December 31, 2011.

Changes in Control

WeOn ~~are~~December ~~unaware~~9, of2010, ~~any~~the ~~contract~~board orof ~~other~~Smart-tek ~~arrangement~~Solutions ~~the~~Inc. ~~operation~~(“Smart-tek”) ofamended ~~which~~the ~~may~~marketing atagreement aentered ~~subsequent~~into ~~date~~on ~~result~~June 17, 2009 in order ato ~~change~~clarify ofbasis ~~control~~for ofcalculating ~~our~~the shares to be issued for compensation ~~company~~pursuant to the marketing agreement. The agreement was between Smart-tek Solutions Inc., it’s wholly owned subsidiary Smart-tek Automated Services, Inc., and its affiliated businesses (hereinafter collectively referred to as the “Company”) and, Brian Bonar, an individual (hereinafter referred to as the “Marketing Partner”)

Pursuant to the terms of the marketing agreement, Brian Bonar agreed to provide certain services to Smart-tek Automated to promote and market the new business of Smart-tek to prospective clients, in consideration of which Smart-tek agreed to pay Mr. Bonar a commission consisting of the following: For each US$1,000,000 in actual net sales of the Company subsequent to the first aggregate of US $20,000,000 in actual net sales and up to the first aggregate of US $30,000,000 in actual net sales of the Company, introduced by Marketing Partner to the Company (the “Client Contacts”), Marketing Partner will receive 4,500,000 Shares without further compensation. The maximum aggregate Shares that may be issued to the Marketing Partner under the Agreement are 45,000,000 Shares. Therefore, this agreement upon reaching the performance goals laid out will result in a change of ownership.

Except as set forth below, none of the following parties has, since commencement of our fiscal year ended ~~June 30~~December, ~~2010~~2011, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us, in which our company is a participant and the amount involved exceeds the lesser of $120,000 or 1% of the average of our company’s total assets for the last three completed financial years:

	(i)	Any of our directors or officers;
	(ii)	Any person proposed as a nominee for election as a director;
	(iii)	Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;
	(iv)	Any of our promoters; and
	(v)	Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.

1. ~~Smart-Tek~~On ~~entered~~December ~~into~~9, a2010, ~~marketing~~the ~~partner~~board ~~agreement~~of ~~dated~~Smart-tek ~~June~~Solutions ~~17,~~Inc. ~~2009 with~~ (“Smart-~~Tek~~tek”) ~~Automated~~amended ~~and~~the ~~Brian~~marketing ~~Bonar,~~agreement aentered ~~director~~into ofon ~~Smart-Tek.~~June ~~Pursuant~~17, to2009 ~~the~~in ~~terms~~order ofto ~~the~~clarify ~~marketing~~basis ~~agreement,~~for ~~Brian~~calculating ~~Bonar~~the ~~agreed~~shares to ~~provide~~be ~~certain~~issued ~~services~~for tocompensation ~~Smart-Tek~~pursuant ~~Automated~~ to ~~promote~~the ~~and~~marketing ~~market~~agreement. ~~the~~The ~~new~~agreement ~~business~~was ofbetween Smart-~~Tek~~tek toSolutions ~~prospective clients~~Inc., inits ~~consideration~~wholly ofowned ~~which~~subsidiary Smart-tek ~~Tek~~Automated ~~agreed~~Services, toInc., ~~pay~~and ~~Mr.~~its ~~Bonar~~affiliated abusinesses ~~commission~~(hereinafter ~~consisting~~collectively ofreferred ~~the~~to ~~following:~~as (ithe “Company”) ~~for~~and, ~~every~~Brian ~~US$1~~Bonar,~~000,000~~ inan ~~annualized~~individual ~~gross~~(hereinafter ~~sales~~referred ~~of Smart-Tek up~~ to as the ~~first~~“Marketing ~~US$25,000,000~~Partner”) inPursuant ~~annualized~~to ~~sales~~the ~~introduced~~terms byof ~~Mr.~~the ~~Bonar~~marketing agreement, ~~Mr.~~Brian Bonar ~~will~~agreed ~~receive~~to ~~1,800,000~~provide ~~shares~~certain ofservices ~~common~~to ~~stock of~~ Smart-~~Tek~~tek upAutomated to apromote ~~maximum~~and ofmarket ~~45,000,000~~the ~~shares~~new business of Smart-~~Tek’s~~tek ~~common~~to ~~stock;~~prospective ~~and (ii) after an aggregated US$25~~clients,~~000,000~~ in ~~annualized~~consideration ~~gross~~of ~~sales~~which by Smart-~~Tek~~tek ~~resulting~~agreed ~~from~~to ~~sales~~pay ~~introduced by~~ Mr. Bonar, ~~Mr.~~a ~~Bonar~~commission ~~will~~consisting ~~receive one percent~~ of ~~annualized gross revenues of Smart-Tek for~~ the ~~amounts~~following: inFor ~~excess~~each of US$51,000,000 ofin ~~annualized~~actual ~~gross~~net sales inof ~~any~~the ~~given~~Company ~~fiscal~~subsequent ~~year~~to ~~payable~~the infirst ~~cash.~~aggregate ~~The~~of ~~agreement~~US is$20,000,000 ~~for~~in anactual ~~indefinite~~net ~~term~~sales and ~~may~~up beto ~~terminated~~the byfirst ~~either~~aggregate ~~party~~of ~~without~~US ~~cause on~~ $30 ~~days written notice. 2. On September 14~~, ~~2009 Smart-Tek issued 45,~~000,000 ~~restricted~~in ~~shares~~actual ofnet ~~its~~sales ~~common stock to Brian Bonar, a director~~ of the Company., ~~Mr.~~introduced ~~Bonar~~by ~~was issued the shares based on Mr. Bonar achieving certain milestone targets for annualized sales as set out in the~~ Marketing Partner ~~Agreement~~to ~~dated June 17, 2009 between~~ the Company ~~and Mr. Bonar. 3. During~~ (the ~~year~~“Client ~~ended June 30~~Contacts”), ~~2010,~~Marketing ~~the~~Partner ~~Company’s~~will ~~wholly~~receive ~~owned subsidiary, Smart-Tek Communications paid $1,130,005 management salaries and bonuses to its President and Vice president as of June 30, 2010.~~ 4~~. At June 30~~, ~~2010 Smart-Tek is indebted to a company controlled by Perry Law in the amount of $838~~500,~~795.~~000 ~~The~~Shares ~~loan~~without isfurther ~~unsecured, bears 7~~compensation.5% ~~interest and has no fixed terms of repayment.~~ The ~~interest~~maximum ~~for~~aggregate ~~the~~Shares ~~fiscal~~that ~~year~~may ~~June~~be ~~30,~~issued ~~2010~~to ~~has been waived by Mr. Law. 5. During~~ the ~~year~~Marketing ~~ended~~Partner ~~June~~under ~~30, 2010,~~ the ~~Company’s~~Agreement ~~wholly~~are ~~owned subsidiary~~45, ~~Smart-Tek Automated Services~~000,000 ~~Inc~~Shares. ~~paid $388,415 in management salaries to its President which included bonuses of $Nil and consulting fees of $Nil.~~

~~Brian~~2. ~~Bonar~~During isthe ayear ~~controlling~~ended ~~party~~December of31, ~~Dalrada~~2011, ~~Financial~~the ~~Corp. who~~Company’s ~~has~~wholly aowned ~~consulting~~subsidiary, ~~arrangement with~~ Smart-tek Automated Services, Inc. ~~During the~~paid ~~fiscal~~$357,728 ~~year~~in ~~ended~~management ~~June~~salaries ~~30,~~plus ~~2010~~$602,264 ~~Dalrada~~in ~~invoiced~~performance ~~Smart-tek~~commissions ~~Automated Services~~to ~~Inc.,~~its President which included bonuses of $73Nil,~~430~~ ~~for~~consulting ~~services~~fees ~~rendered~~of $Nil.

38Brian Bonar is a controlling party of Dalrada Financial Corp. who has a consulting arrangement with Smart-tek Automated Services, Inc. During the fiscal year ended December 31, 2011 Dalrada invoiced Smart-tek Automated Services Inc., $515,693 for services rendered.

Corporate Governance

We do not have a standing audit committee at the present time. 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. We have determined that Mr. Perry Law is not an independent director and that Brian Bonar is an independent director as defined in Nasdaq Marketplace Rule 4200(a)(15).

We believe that our members of our board of directors are 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 we believe 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 in our circumstances given the early stages of our development and the fact that we have not generated any revenues from operations to date.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed or accrued for the ~~most~~twelve ~~recently completed~~months ~~fiscal year~~ ended ~~June~~December 3031, ~~2009~~2011 and for ~~fiscal~~the ~~year~~12 month period ended ~~June~~December 3031, ~~2008~~2010, for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended
	Twelve months ended	Twelve months ended
	June 30, 2010	June 30, 2009
	December 31, 2011	December 31, 2010
Audit Fees	$1295,000	$1075,000
Audit Related Fees	$-	$-
Tax Fees	$-15,000	$-
All Other Fees	$-	$-10,650
Total	$12110,000	$1085,~~000~~650

Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors

The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

The board of directors has considered the nature and amount of fees billed by ~~John~~PMB ~~Kinross-Kennedy~~Helin Donovan, ~~CPA~~LLP and believes that the provision of services for activities unrelated to the audit is compatible with maintaining ~~John~~PMB ~~Kinross-Kennedy~~Helin Donovan, ~~CPA~~LLP as our independent auditor.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibit Number	Description
3.1	Articles of Incorporation as amended(1)
3.2	Bylaws(1)
3.3	Certificate of Amendment to Certificate of Incorporation (2)
4.1	Incentive Stock Option Plan (1)
4.2	Non-Qualified Incentive Stock Option Plan (1)
4.3	Stock Bonus Plan (1)
4.4	2005 Incentive Stock Plan (2)
10.1	Letter of Intent between Smart-~~Tek~~tek Communications and Smart-~~Tek~~tek (3)
10.2	Share Exchange Agreement between Registrant and Smart-~~Tek~~tek Communication, Inc dated April 15, 2005 (4)
10.3	Employment Agreement with Perry Law dated April 23, 2005 (5)
10.4	Employment Agreement with Stephen Platt dated April 23, 2005 (5)
10.5	Stock Option Grant to Perry Law dated April 23, 2005 (6)
10.6	Stock Option Grant to Stephen Platt dated April 23, 2005 (6)
10.7	Amendment to Employment Agreement between Smart-~~Tek~~tek Communications Inc. and Perry Law dated July 31, 2009
10.8	Form of Debt Settlement and Subscription Agreement dated September 30, 2009
10.9	Strategic Marketing Partner Agreement between Smart-~~Tek~~tek Automated Services Inc. and ACEO Inc. dated August 1, 2009
10.10	Marketing Partner Agreement dated June 17, 2009
10.11	Amended Marketing Partner Agreement dated December 9, 2010 with Smart-tek Automated Services, Inc. and Brian Bonar. (7)
10.12	General Release of Claims Agreement Entered into between Richardson Patel LLC and Smart-tek Solutions, Inc (7)
14.1	Amended and Restated Code of Ethics
21.1	Subsidiaries
31.1*	CEO Section 302 Certification under Sarbanes-Oxley Act of 2002
31.2*	CFO Section 302 Certification under Sarbanes-Oxley Act of 2002
32.1*	CEO Section 906 Certifications under Sarbanes-Oxley Act of 2002
32.2*	CFO Section 906 Certifications under Sarbanes-Oxley Act of 2002

*Filed herewith

Exhibit Number	Description
32.1*	CEO Section 906 Certifications under Sarbanes-Oxley Act of 2002
32.2*	CFO Section 906 Certifications under Sarbanes-Oxley Act of 2002

*Filed herewith
(1)	Incorporated by reference to our Registration Statement on Form 10-SB, filed September 28, 1995.
(2)	Incorporated by reference to our Annual Report on Form 10-KSB, filed October 26, 1995.
(3)	Incorporated by reference to our Current Report on Form 8-K, filed March 8, 2005.
(4)	Incorporated by reference to our Current Report on Form 8-K, filed April 19, 2005.
(5)	Incorporated by reference to our Current Report on Form8-K, filed April 27, 2005.
(6)	Incorporated by reference to our Current Report on Form 8-K, filed on August 22, 2005.
(7)	Incorporated by reference to our Current Report on Form 8-K, filed on December 13, 2010.

SIGNATURES

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

SMART-TEK SOLUTIONS INC.

By	/xs/ Brian Bonar
	Brian Bonar
	Chief Executive Officer, Chief Financial Officer
	and Director
	(Principal Executive Officer, Principal Accounting Officer
	and Principal Financial Officer)
Date:	~~October~~May 1511, ~~2010~~2012

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

By /s/ Perry Law Perry Law Director Date: October 15, 2010 /s/ Brian Bonar Brian Bonar Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer, Principal Accounting Officer and Principal Financial Officer) Date: October 15, 2010 /s/ Owen Naccarato Owen Naccarato Director Date: October 15, 2010

	/s/ Brian Bonar

	Brian Bonar
	Chief Executive Officer, Chief Financial Officer
	and Director
	(Principal Executive Officer, Principal Accounting Officer
	and Principal Financial Officer)

Date:	May 11, 2012

	/s/ Owen Naccarato

	Owen Naccarato
	Director

Date:	May 11, 2012

41Smart-tek Solutions Inc. Period Ended December 31, 2011 and 2010

PART I -- FINANCIAL INFORMATION
CONTENTS	PAGES
AUDITOR’S REPORT	2
FINANCIAL STATEMENTS
Consolidated Balance Sheets	3
Consolidated Statements of Operations and Comprehensive Income	4
Consolidated Statements of Changes in Stockholders’ Equity (Deficit)	5
Consolidated Statements of Cash Flows	6
Notes to the Consolidated Financial Statements	7 - 18

AUDITOR’S REPORT

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Smart-Tek Solutions, Inc.

We have audited the accompanying consolidated balance sheet of Smart-Tek Solutions, Inc. as of December 31, 2011 and the related statements of operations and comprehensive income, stockholders’ equity (deficit), and cash flows for the year ended December 31, 2011. Smart-Tek Solutions, Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. The consolidated financial statements of Smart-Tek Solutions, Inc. as of December 31, 2010 were audited by other auditors whose report dated April 16, 2011 expressed an unqualified opinion on those statements.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit 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 audit 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Smart-Tek Solutions, Inc. as of December 31, 2011 and the results of its operations and its cash flows for the year ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has sustained recurring losses from operations and has an accumulated deficit of approximately $13 million at December 31, 2011. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ PMB Helin Donovan, LLP

PMB Helin Donovan, LLP

Dallas, Texas
May 11, 2012

Smart-tek Solutions Inc.

Consolidated Balance Sheets

As of December 31, 2011 and 2010

		December 31,			December 31,
		2011			2010

Assets

Current assets
Cash and cash equivalents	$	132,492		$	781,720
Accounts receivable, net		1,626,583			1,689,986
Due from related parties		2,739,220			-
Prepaid expenses and deposits		52,152			69,094

Total current assets		4,550,447			2,540,800

Equipment, net of accumulated depreciation		55,007			47,501

Prepaid workers compensation		3,440,000			2,345,877

Goodwill		476,356			-

	$	8,521,810		$	4,934,178


Liabilities

Current liabilities

Accounts payable and accrued liabilities	$	1,268,378		$	2,356,739
Accrued payroll taxes		11,958,012			1,414,032
Accrued workers compensation		1,055,980			-
Payable to related parties		609,022			388,415
Note payable to related party		500,000			-
Total current liability		15,391,392			4,159,186

Other long-term liabilities		35,000			-

Total liabilities		15,426,392			4,159,186

Commitments and contingencies		-			-

Stockholders’ Equity (Deficit)

Preferred stock: $0.001 par value, 5,000,000 shares authorized, zero shares of Class A preferred issued and outstanding at December 31, 2011 and 2010		-			-
Common stock: $0.001 par value, 500,000,000 shares authorized, 49,212,123 and 24,314,124 issued and outstanding at December 31, 2011 and 2010, respectively		49,212			24,315
Additional paid in capital		7,271,945			6,852,863
Accumulated deficit		(14,225,739	)		(6,102,186	)

Total stockholders’ equity (deficit)		(6,904,582	)		774,992

	$	8,521,810		$	4,934,178

See accompanying notes to the consolidated financial statements.
3

Smart-tek Solutions Inc.

Consolidated Statements of Operations and Comprehensive Income

For the years ended December 31, 2011 and 2010

		2011			2010
Revenue (gross billings of $97.394 and $68.556 million, less worksite employee payroll cost of $75.646 million and $51.33 million respectively)	$	21,748,488		$	17,226,416
Cost of revenue and service delivery		20,805,474			13,321,537
Gross profit		943,014			3,904,879
Selling, general and administrative expenses		6,953,960			3,161,877
Operating income (loss)		(6,010,946	)		743,002
Other Income (expense)
Interest		(192,304	)		(21,914	)
Tax penalties		(1,744,050	)		-
Legal Settlement		(180,000	)		-
Other income/(expense)		3,747			-
Total other expense		(2,112,607	)		(21,914	)
Net income (loss) from continuing operations		(8,123,553	)		721,088
Net income from discontinued operations		-			134,100
Comprehensive income (loss)	$	(8,123,553	)	$	855,188
Earnings per share of common stock, basic and diluted	$	(0.21	)	$	0.01
Weighted average shares of common stock outstanding, basic and diluted		38,025,077			64,505,905

See accompanying notes to the consolidated financial statements.
4

Smart-tek Solutions Inc.

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

	Common			Stock			Additional
							Paid in	Accumulated
	Shares			Amount			Capital	Deficit		Total

Balance – December 31, 2009 (unaudited)	69,314,124		$	69,315		$	6,852,863	($6,957,374	)	($35,196	)

Shares cancelled for amended Marketing Partner Agreement	(45,000,000	)		(45,000	)		-	-		(45,000	)

Net income	-			-			-	855,188		855,188


Balance – December 31, 2010	24,314,124			24,315			6,852,863	(6,102,186	)	774,992

Share-based compensation	24,897,999			24,897			419,082	-		443,979

Net loss	-			-			-	(8,123,553	)	(8,123,553	)

Balance - December 31, 2011	49,212,123		$	49,212		$	7,271,945	($14,225,739	)	($6,904,582	)

See accompanying notes to the consolidated financial statements.
5

Smart-tek Solutions Inc.

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2011 and 2010

		2011			2010


Operating Activities

Net income (loss)	$	(8,123,553	)	$	855,188
Adjustments to reconcile net income (loss) to cash
provided in operating activities
Depreciation and amortization		20,214			22,363
Share based compensation expense		443,979			(45,000	)
Miscellaneous assets		(11,356	)		-
Provision for doubtful accounts		150,000			-
Changes in operating assets and liabilities
Accounts receivable		(86,597	)		(1,456,753	)
Due from related party		(2,739,220	)
Proceeds from related party		220,607			388,415
Prepaid expenses and deposits		16,942			(785,328	)
Prepaid worker compensation expense		(1,094,123	)		-
Payroll taxes payable		10,440,980			-
Accrued workers compensation		1,055,980
Accounts payable and accrued liabilities		(950,361	)		1,846,175

Net cash provided (used) by operating activities		(656,508	)		825,060

Investing activities

Purchase of equipment		(27,720	)		(38,532	)
Cash paid in purchase of Solvis Medical Group assets		35,000			-

Net cash used in investing activities		7,280			(38,532	)

Financing activities
		-			-

Net cash provided by (used in) financing activities		-			-

Net increase (decrease) in cash from continuing operations		(649,228	)		786,528

Net increase (decrease) in cash from discontinued operations		-			(239,364	)

Cash and cash equivalents, beginning of the year		781,720			234,552

Cash and cash equivalents, end of the year	$	132,492		$	781,720

Supplemental cash flow information
Interest paid	$	192,304		$	21,914
Income taxes payable	$	-		$	-

Non cash supplemental information
Note payable - purchase of Solvis Medical Group assets	$	$500,000		$	-

See accompanying notes to the consolidated financial statements.
6

1.	Summary of significant accounting policies

Nature of operations, basis of financial statement presentation

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

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

On July 1, 2010, the Company completed the disposition of the Company’s wholly-owned subsidiary SCI to its president and founder Perry Law.

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

On October 1, 2011 Smart-tek Solutions, Inc. purchased the assets and brand name of Solvis Medical Group from American Marine LLC dba AMS Outsourcing a Montana limited liability corporation. The asset has three distinct business lines: Solvis Medical Staffing and Solvis Medical provide medical staffing services to hospitals, medical clinics, surgical centers, and skilled nursing facilities; and, in certain cases, nursing care to patients in their homes. Solvis Physical Therapy, Inc. is a licensed provider of physical therapy services, but is currently inactive.

Liquidity and Management Plans

At December 31, 2011, the Company had cash and cash equivalents of approximately $132,492, a working capital deficit of approximately $10.8 million and an accumulated deficit of $14.2 million. Due to these circumstances, the Company’s management monitors and attempts to minimize, to the extent possible, all cash expenditures. The Company plans to seek additional funds, equity or debt, to support its operations. The Company’s management believes it will generate sufficient additional revenues to meet its working capital needs in future periods.

Going Concern

The Company incurred a net operating loss of approximately $8.13 million for the year ended December 31, 2011, and has incurred accumulated losses totalling approximately $14.2 million through December 31, 2011. Because of these conditions, the Company will require additional working capital to continue operations and develop its business. The Company intends to raise additional working capital either through private placements, public offerings and/or bank financing, and continues to strive to increase its revenues each year.

Going Concern - continued

There are no assurances that the Company will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or obtain additional financing through private placements, public offerings and/or bank financing necessary to support the Company’s working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may not continue its operations or execute its business plan.

Principles of consolidation

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

Use of estimates

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

Cash and equivalents

Cash and cash equivalents consist of cash on hand and bank deposits. For financial reporting purposes, the Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. The Company maintains its cash in bank deposit accounts, which at times, may exceed federally insured limits. The Company has not experienced any losses related to this concentration of risk. At December 31, 2011 and 2010, the Company did not have any deposits in excess of federally insured limits.

Accounts Receivable

Accounts receivables are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts, as needed. The Company uses the allowance method to account for uncollectible accounts receivable balances. Under the allowance method, if needed, an estimate of uncollectible customer balances is made based upon specific account balances that are considered uncollectible. Factors used to establish an allowance include the credit quality and payment history of the customer. The allowance for doubtful accounts was $ 150,000 and zero as of December 31, 2011 and 2010, respectively.

The Company regularly discounts selected trade accounts receivable from clients to a commercial factoring company. Under the terms of the factoring agreement, the factor remits the invoiced amounts to the Company less a portion for reserves. When paid in full, the factor remits the reserve amount less a portion for processing fees and interest. Accounts are factored with recourse as to credit losses. The Company reflects a liability to the factoring company on its Balance Sheet for the uncollected amounts that remain uncollected until the factored invoices have been paid in full.

Workers compensation insurance

The Company maintains reserves in the form of prepaid cash deposits for known workers' compensation claims which are made up of estimated collateral required to pay claims and estimated expenses to settle the claims. The collateral amounts are determined by the insurance carrier and are not recoverable by the Company until all claims related to a policy period are settled.

The prepaid cash deposits will not be recoverable in the near term and accordingly, they are classified as a long term asset. The Company reserves prepaid cash deposits for claims incurred but not reported (IBNR). This is an estimated liability based upon evaluation of information provided by our internal claims adjusters and our third-party administrators`. Included in these liabilities are case reserve estimates for the costs of the claim, administrative costs as well as legal costs. These estimates are continually reviewed and adjustments to liabilities are reflected in current operating results as they become known.

Concentration of credit risk

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

Equipment

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

Income taxes

The Company recognizes consolidated deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.

Revenue recognition

The Company recognizes professional employment organizations (PEO) revenues when each periodic payroll is delivered. The Company’s net PEO revenues and cost of PEO revenues do not include the payroll cost of its worksite employees. Instead, PEO revenues and cost of PEO revenues are comprised of all other costs related to its worksite employees, such as payroll taxes, employee benefit plan premiums and workers’ compensation insurance. PEO revenues also include professional service fees, which are primarily computed as a percentage of client payroll or on a per check basis. Revenues related to the Solvis staffing business are recognized when the services are invoiced to the client.

Revenue recognition - continued

Goodwill

The Company’s goodwill was derived from the acquisition of Solvis assets. Goodwill is the excess of cost over the fair market value of net tangible assets acquired. Goodwill is not amortized but tested for impairment on an annual basis or if certain circumstances indicate a possible impairment may exist.

Share-based compensation

The Company measures the cost of employee services received in exchange for equity awards based on the grant date fair-value of the awards. Fair value is typically the market price of the shares on the date of issuance. Costs are recognized as compensation expense over the vesting period of the awards. Under this method, the Company began recognizing compensation cost for equity-based compensation for all new or modified grants after the date of adoption. The pro-forma disclosures previously permitted under SFAS No. 123 are no longer an alternative to financial statement recognition.

Earnings (loss) per share

The Basic net earnings (loss) per common share is computed by dividing the net earnings (loss) available to common stock outstanding during the period. Net earnings (loss) per share on a diluted basis is computed by dividing the net earnings (loss) for the period by the weighted average number of common and dilutive common stock equivalent shares outstanding during the period.

Fair Value of Financial Instruments

Fair value is determined to be 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. The Company follows a fair value hierarchy that prioritizes the inputs used in measuring fair value into three broad levels as follows:

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

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

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

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

Fair Value of Financial Instruments - continued

At December 31, 2011 and 2010, the carrying amounts of financial instruments, including cash, accounts and other receivables, accounts payable and accrued liabilities, and accounts payable to related parties approximate fair value because of their short maturity.

Recent Accounting Pronouncements

In December 2010, the Financial Accounting Standards Board (“FASB”) issued FASB Accounting Standards Update No. 2010-28 “Intangibles— Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU 2010-28”). Under ASU 2010- 28, if the carrying amount of a reporting unit is zero or negative, an entity must assess whether it is more likely than not that goodwill impairment exists. To make that determination, an entity should consider whether there are adverse qualitative factors that could impact the amount of goodwill, including those listed in ASC 350-20-35-30. As a result of the new guidance, an entity can no longer assert that a reporting unit is not required to perform the second step of the goodwill impairment test because the carrying amount of the reporting unit is zero or negative, despite the existence of qualitative factors that indicate goodwill is more likely than not impaired. ASU 2010-28 is effective for fiscal years, and for interim periods within those years, beginning after December 15, 2010, with early adoption prohibited. Adoption of this guidance did not have any impact on its consolidated financial position, results of operations, or cash flows.

In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-05, “Comprehensive Income: Presentation of Comprehensive Income.” This new guidance requires the components of net income and other comprehensive income to be presented in one continuous statement, referred to as the statement of comprehensive income, or in two separate consecutive statements. The new guidance also eliminates the current option to report other comprehensive income and its components in the statement of stockholders’ equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. ASU 2011-05 is effective for periods beginning after December 15, 2011; however, the Company has adopted this guidance as of the end of its 2011 reporting period as permitted by the guidance.

In September 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-08 Intangibles – Goodwill and Other (Topic 350) Testing Goodwill for Impairment. The ASU simplifies how entities, both public and non-public, test goodwill for impairment. The revised standard allows an entity to first assess qualitatively whether it is necessary to perform step one of the two-step annual goodwill impairment test. An entity is required to perform step one only if the entity concludes that it is more likely than not that a reporting unit’s fair value is less than its carrying amount, a likelihood of more than 50 percent. An entity can choose to perform the qualitative assessment on none, some, or all of its reporting units. Moreover, an entity can bypass the qualitative assessment for any reporting unit in any period and proceed directly to step one of the impairment test, and then perform the qualitative assessment in any subsequent period. The revised standard is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011 and early adoption is permitted. The Company does not believe this guidance will have any impact on its consolidated financial position, results of operations, or cash flows.

2.	Discontinued operations

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

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

3.	Discontinued operations – continued

	(a)	$821,756 of the purchase price shall be paid and satisfied by setting-off the Company’s indebtedness to Perry Law; and

	(b)	$1.00 of the purchase price shall be paid by Perry Law for transferring 32,817 shares owned by him to the Company.

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

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

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

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

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

		2011		2010
Revenue	$	-	$	-
Cost of revenue and service delivery		-		-
Gross profit		-		-
Selling, general and administrative expenses		-		-
Operating income		-		-
Other expense
Interest expense		-		-
Gain on disposition of discontinued operations		-		339,641
Net income from discontinued operations	$	-	$	339,641

The effect on the stockholders’ deficit was $0 and $339,641 for the years ending December 31, 2011 and December 31, 2010 respectively.

3.	Equipment

						December 31,						December 31,
						2011						2010
				Accumulated		Net Book				Accumulated		Net Book
		Cost		Depreciation		Value		Cost		Depreciation		Value

Computer equipment & software	$	55,008	$	20,574	$	34,434	$	28,882	$	9,628	$	19,254
Office furniture & equipment		19,334		7,397		11,937		12,993		8,008		4,985
Automobile		23,242		14,606		8,636		27,989		4,727		23,262

	$	97,584	$	42,577	$	55,007	$	69,864	$	22,363	$	47,501

Depreciation and amortization of property and equipment was $20,214 and $22,363 for the years ended December 31, 2011 and 2010 respectively.

4.	Income taxes

The Company regularly assesses uncertain tax positions in each of the tax jurisdictions in which it has operations and accounts for the related financial statement implications. Unrecognized tax benefits are reported using the two-step approach under which tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained and the amount of the tax benefit recognized is equal to the largest tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement of the tax position. Determining the appropriate level of unrecognized tax

4.	Income taxes - continued

benefits requires the Company to exercise judgment regarding the uncertain application of tax law. The amount of unrecognized tax benefits is adjusted when information becomes available or when an event occurs indicating a change is appropriate. Future changes in unrecognized tax benefits requirements could have a material impact on the results of operations. The Company files U.S. federal and U.S. state tax returns.

The Company generated a deferred tax credit through net operating loss carry forwards. As of December 31, 2011 the company had federal and state net operating loss carry forwards of $14,161,666 that can be used to offset future federal and state income tax. The federal and state net operating losses are reduced by a valuation allowance, when, in the opinion of management, utilization is not reasonably assured. A valuation allowance of 100% has been established; based on it is more likely than not that some portion or all of the deferred tax credit will not be realized.

At December 31, 2011, STTN had available federal net operating loss (NOL) carry forwards of $8,375,878. Under Section 382 of the internal Revenue Code of 1986, as amended, the use of prior losses including NOLs is subject to rules if a corporation undergoes an “ownership change”. Future issuances of equity interests by us for acquisitions or the exercise of outstanding options to purchase our capital stock may result in an ownership change that is large enough for a limitation on the use of NOLs to apply. If the limitation applies, we may be unable to use a material portion of its available NOL carry forwards to reduce future taxable income. The income tax effect of temporary differences between financial and tax reporting gives rise to the deferred tax asset at December 31, 2011 and 2010 as follows:

		December 31,			December 31,
		2011			2010
Deferred tax asset, beginning	$	1,946,027		$	2,245,343
Provision of current year’s operating gain		985,531			(299,316	)
Gross deferred tax asset, ending	$	2,931,558		$	1,946,027
Valuation allowance, beginning	$	(1,946,027	)	$	(2,45,313	)
Current year’s gain provision		(985,531	)		299,316
Valuation allowance, ending	$	(2,931,558	)	$	(1,946,027	)
Deferred tax asset, net	$	-		$	-
Tax at blended U.S./Canadian statutory rates		(35%	)		(35%	)
Loss carryover		35%			35%
Tax expense	$	-		$	-

As of December 31, 2011 the Company had accrued Federal and State withholding taxes of $11,958,012 versus $1,414,032 as of December 31, 2010. Of the $11,958,012 at December 31, 2011, $6,667,132 is related to Federal and State Withholding Taxes Q4, 2011, $1,744,050 in penalties, and $3,516,689 relates to the first three quarters of 2011.

The Company has paid the various State tax obligations in early 2012, and is developing a payment plan with the IRS for past due federal withholding tax obligations. The Company is current will all its federal tax liabilities for the first quarter ended March 31, 2012.

5.	Equity

At December 31, 2011, the Company is authorized to issue:

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

Common Stock

At December 31, 2011, there are 49,212,123 shares of common stock outstanding.

On June 16, 2011 the Board of Directors approved the Smart-tek Solutions 2011 Stock Compensation Plan (“2011 Plan”) authorizing the sale or award of up to an additional 10,000,000 shares and/or options of the Company's Common Stock. The Stock Option Plan expires in August 20, 2013. No stock options were issued during 2011. During 2011, 3,000,000 shares were issued to a consultant as compensation for services rendered. The cost of these shares was measured at the market value of $.075 per share or $225,000 and expensed at the time of issuance. The value in excess of Par Value was recognized as Additional Paid In Capital. 7,000,000 share and/or options of the Company’s common stock are available for issuance under the 2011 Plan as of December 31, 2011.

Preferred Shares

There are no preferred shares issued or outstanding.

6.	Earnings (loss) per share

		2011			2010
Net income (loss)	$	(8,123,553	)	$	855,188
Weighted number of shares outstanding		38,025,077			64,505,905
Income(loss) per share	$	(0.21	)	$	0.01

7.	Acquisitions

On October 1, 2011, Smart-tek Solutions, Inc. acquired the assets and the brand name of Solvis Medical Group from American Marine LLC dba AMS Outsourcing, a Montana limited liability corporation.

The purchase price was $535,000 consisting of a $35,000 cash payment at closing plus a $500,000 promissory note that matures on September 31, 2012 and bears a 6% simple interest rate. The purchase price will be revalued at the one and two year time periods based on performance as follows:

• Year 2012 – At December 31, 2012, the acquired net assets will be revalued at four (4) times pretax earnings. A one year promissory note at 6% interest will be issued for the net change between the original value and the 2012 revalue.

7.	Acquisitions - continued

• Year 2013 – At December 31, 2013, the acquired net assets will be revalued at four (4) times pretax earnings. A one year promissory note at 6% interest will be issued for the net change between the revalue as of December 31, 2012 and the revalue at December 31, 2013

The Company recorded the purchase price as follows:

Prepaid expenses	$	52,303
Furniture & fixtures	$	6,341
Goodwill	$	476,536
Total	$	535,000

Management does not believe that the calculation of 4 times earnings will exceed the purchase price of $535,000.

8.	Short Term Note Payable

At December 31, 2011, the Company has an outstanding note payable in the amount of $500,000 payable to an affiliated company relating to the acquisition of Solvis Medical Group assets. The loan is unsecured, bears a simple 6% interest and matures at September 30, 2012.

9.	Related Party Transactions

Smart-tek additionally pays certain fees to another related party for the sharing to office space and utilities. These expenses, which are relatively small, are included in the accompanying statement of operations and were based upon actual usage or allocations agreed to by management personnel.

Following is a summary of the balances both Due To and From these related parties as of December 31, 2011 which in some cases is an accumulation over several years of activity:

		Due From		Due To
Due From Allegiant Professional Services	$	2,132,027	$	89,542
Due From American Marine Services	$	280,781	$	352,225
Due From Dalrada Financial Services	$	275,900	$	127,472
Note Receivable Related Party	$	50,512		-
Other		-	$	39,783
Total Due from Related Parties	$	2,739,220	$	609,022

9.	Related Party Transactions - continued

Amounts due to officers and directors were $0 and $388,415 as of December 31, 2011 and 2010 respectively.

10.

Commitments

Operating leases

The Company’s wholly owned subsidiary Smart-tek Automated Services Inc. entered into non-cancellable operating leases for office space on March 1, 2008 for its China Mart sales office in July of 2009 and Solvis medical staffing office in Michigan in June, 2011. Both leases expire in 2012. The minimum payments required under these operating leases for the remaining term of the lease subsequent to December 31, 2011 are approximately as follows:

		Year
		ending
2012	$	20,220
2013	$	13,104
Total	$	33,324

Rental expenses were $61,708 and $38,560 for the years ended December 31, 2011 and 2010 respectively.

Marketing partner agreement

On December 9, 2010, the board of Smart-tek Solutions Inc. (“Smart-tek”) amended the marketing agreement entered into on June 17, 2009 in order to clarify basis for calculating the shares to be issued for compensation pursuant to the marketing agreement. The agreement was between Smart-tek Solutions Inc., it’s wholly owned subsidiary Smart-tek Automated Services, Inc., and its affiliated businesses (hereinafter collectively referred to as the “Company”) and, Brian Bonar, an individual (hereinafter referred to as the “Marketing Partner”)

Pursuant to the terms of the amended marketing agreement, Brian Bonar agreed to provide certain services to Smart-tek Automated to promote and market the new business of Smart-tek to prospective clients, in consideration of which Smart-tek agreed to pay Mr. Bonar a commission consisting of the following: For each US$1,000,000 in actual net sales of the Company subsequent to the first aggregate of US $20,000,000 in actual net sales and up to the first aggregate of US $30,000,000 in actual net sales of the Company, introduced by Marketing Partner to the Company (the “Client Contacts”), Marketing Partner will receive 4,500,000 Shares without further compensation. The maximum aggregate Shares that may be issued to the Marketing Partner under the Agreement are 45,000,000 Shares.

After an aggregate of US$30,000,000 in actual net sales is reached by the Company resulting from Client contacts introduced by Marketing Partner to the Company, Marketing Partner will receive two percent (2%) of annual net revenues of the Company for the amounts in excess of US$5,000,000 of actual net revenues in any given fiscal year in cash.

On June 13, 2011, pursuant to the above agreement 21, 897 999 shares of restricted common stock were issued to Mr. Bonar

The agreement is for an indefinite term and may be terminated by either party without cause on 30 days written notice.

10.

Commitments - continued

Settlement agreement

In July, 2009 Smart-tek negotiated a settlement with Richardson & Patel LLP pursuant to the terms of which the Company would be required to pay Richardson & Patel $10,000 per month, commencing August 1, 2009, until payments in the aggregate of $200,000 were made in full and final settlement of all claims that the firm had or may have had against the Company with respect to certain outstanding accounts owed by the Company to the firm totaling approximately $315,000 for legal services rendered. In connection with the settlement, Richardson & Patel requested that the parties enter into a stock pledge agreement pursuant to which Perry Law (1,829 shares pledged), P5 Holdings Ltd (30,984 shares pledged), Agri-Tech Marketing (22,000 shares pledged), Donald Gee (40,000 shares pledged) and Joe Law (21,795 shares pledged) would pledge an aggregate of 116,608 (post-split) shares of the Company issued and outstanding common stock as security for repayment of the amounts owed to Richardson & Patel. As of the date of this Annual Report: there has been no settlement of all amounts owed to Richardson & Patel, Richardson & Patel received and continues to hold the pledged shares and the Company has not made any payments to Richardson & Patel. The Company has not recorded any liability related to this settlement at either December 31, 2011 or 2010 respectively.

12.

Subsequent events

On February 24, 2012 the Company entered into a Joint Settlement Agreement with AmeriFactors relating to a lawsuit between the two companies whereby Smart-tek would pay AmeriFactors the sum of $180,000, to be paid in the following manner:

1) One payment of $25,000 upon execution of the Settlement Agreement
2) Fifteen monthly payments of $10,000 due on the first day of each respective month with the first such payment due March 1, 2012
3) The final payment of $5,000.

The Company has recorded the full $180,000 obligation as of December 31, 2011 of which $145,000 is a current liability and $35,000 is non-current.

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