10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2008
	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                             to

Commission File Number 001-33166

Allegiant Travel Company

(Exact Name of Registrant as Specified in Its Charter)

Nevada	20-4745737
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
8360 S. Durango Drive
Las Vegas, Nevada	89113
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (702) 851-7300

3301 N. Buffalo, Suite B-9, Las Vegas, NV 89129

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x      No  o

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

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

The number of shares of the registrant’s common stock outstanding as of the close of business on May 1, 2008 was 20,260,415.

Allegiant Travel Company

Form 10-Q

March 31, 2008

INDEX

·     Condensed Consolidated Balance Sheets as of March 31, 2008 (unaudited) and December 31, 2007

·     Condensed Consolidated Statements of Income for the three months ended March 31, 2008 and 2007 (unaudited)

·     Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2008 and 2007 (unaudited)

·     Notes to Condensed Consolidated Financial Statements (unaudited)

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PART 1. FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

ALLEGIANT TRAVEL COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except for share amounts)

	March 31,			December 31,
	2008			2007
	(unaudited)
Current assets:
Cash and cash equivalents	$	180,763		$	144,269
Restricted cash	13,819			15,383
Short-term investments	7,428			27,110
Accounts receivable, net of allowance for doubtful accounts of $- at March 31, 2008 and December 31, 2007	14,709			9,084
Income tax receivable	—			6,228
Expendable parts, supplies and fuel, net of allowance for obsolescence of $419 and $374 at March 31, 2008 and December 31, 2007, respectively	9,267			6,544
Prepaid expenses	11,263			14,718
Other current assets	1,012			1,552
Total current assets	238,261			224,888
Property and equipment, net	177,407			171,170
Restricted cash, net of current portion	—			38
Investment in and advances to joint venture	467			1,976
Deposits and other assets	8,088			7,353
Total assets	$	424,223		$	405,425
Current liabilities:
Current maturities of notes payable	$	12,722		$	11,955
Current maturities of capital lease obligations	6,365			6,241
Accounts payable	22,815			21,302
Accrued liabilities	12,539			13,174
Air traffic liability	96,392			74,851
Deferred income taxes	2,290			456
Total current liabilities	153,123			127,979
Long-term debt and other long-term liabilities:
Notes payable, net of current maturities	31,481			31,890
Capital lease obligations, net of current maturities	20,418			22,060
Deferred income taxes	13,898			13,165
Total liabilities	218,920			195,094
Stockholders’ equity:
Common stock, par value $.001, 100,000,000 shares authorized, 20,250,915 shares issued and outstanding as of March 31, 2008 and 20,738,387 shares issued and outstanding as of December 31, 2007	20			21
Treasury stock, at cost, 553,700 shares	(15,808		)	—
Additional paid in capital	160,992			159,863
Accumulated other comprehensive (loss) income	(7		)	13
Retained earnings	60,106			50,434
Total stockholders’ equity	205,303			210,331
Total liabilities and stockholders’ equity	$	424,223		$	405,425

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ALLEGIANT TRAVEL COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited, in thousands, except for per share amounts)

	Three months ended March 31,
	2008			2007
OPERATING REVENUE:
Scheduled service revenue	$	91,736		$	58,231
Fixed fee contract revenue	14,257			13,348
Ancillary revenue	27,147			12,770
Total operating revenue	133,140			84,349
OPERATING EXPENSES:
Aircraft fuel	63,494			31,179
Salary and benefits	17,126			12,906
Station operations	12,019			8,635
Maintenance and repairs	10,453			6,527
Sales and marketing	4,334			3,032
Aircraft lease rentals	1,008			651
Depreciation and amortization	5,015			3,660
Other	5,327			3,458
Total operating expenses	118,776			70,048
OPERATING INCOME	14,364			14,301
OTHER (INCOME) EXPENSE:
Loss (gain) on fuel derivatives, net	11			(1,524		)
Earnings from joint venture, net	(10		)	(67		)
Other expense	—			63
Interest income	(1,732		)	(1,884		)
Interest expense	1,415			1,408
Total other (income) expense	(316		)	(2,004		)
INCOME BEFORE INCOME TAXES	14,680			16,305
PROVISION FOR INCOME TAXES	5,008			6,558
NET INCOME	$	9,672		$	9,747
Earnings Per Share:
Basic	$	0.47		$	0.49
Diluted	$	0.47		$	0.48
Weighted average shares outstanding:
Basic	20,471			19,796
Diluted	20,710			20,290

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ALLEGIANT TRAVEL COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)

	Three months ended March 31,
	2008			2007
OPERATING ACTIVITIES:
Net income	$	9,672		$	9,747
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	5,015			3,660
Loss (gain) on aircraft and other equipment disposals	367			(99		)
Provision for obsolescence of expendable parts, supplies and fuel	45			45
Stock compensation expense	302			241
Deferred income taxes	2,567			2,554
Excess tax benefits from stock option exercises	(579		)	—
Changes in certain assets and liabilities:
Restricted cash	1,602			480
Accounts receivable	(5,625		)	(1,594		)
Income tax receivable	6,228			-
Receivable from related parties	—			921
Expendable parts, supplies and fuel	(2,768		)	689
Prepaid expenses	3,455			(2,389		)
Other current assets	540			(1,568		)
Accounts payable	2,092			3,802
Accrued liabilities	(635		)	4,326
Air traffic liability	21,541			32,569
Net cash provided by operating activities	43,819			53,384
INVESTING ACTIVITIES:
Maturities of short-term investments	19,663			5,808
Purchase of property and equipment	(8,019		)	(10,366		)
Proceeds from sale of property and equipment	—			377
Investment in joint venture, net	1,509			(67		)
(Increase) decrease in lease and equipment deposits	(735		)	229
Net cash provided by (used in) investing activities	12,418			(4,019		)
FINANCING ACTIVITIES:
Excess tax benefits from stock option exercises	579			—
Proceeds from exercise of stock options	247			—
Shares repurchased by the Company	(15,809		)	—
Principal payments on notes payable	(3,242		)	(2,400		)
Principal payments on related party notes payable	—			(891		)
Principal payments on capital lease obligations	(1,518		)	(1,008		)
Net cash used in financing activities	(19,743		)	(4,299		)
Net change in cash and cash equivalents	36,494			45,066
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	144,269			130,273
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	180,763		$	175,339
NON-CASH TRANSACTIONS:
Note payable issued for aircraft and equipment	$	3,600		$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited, in thousands, except share and per share amounts)

Note 1 – Summary of Significant Accounting Policies

Basis of Presentation:  The accompanying unaudited condensed consolidated financial statements include Allegiant Travel Company (“Allegiant” or the “Company”) and its wholly owned operating subsidiaries, Allegiant Air LLC, Allegiant Vacations LLC and AFH, Inc., and its 50% owned subsidiary accounted for under the equity method, SFB Fueling LLC.  All intercompany balances and transactions have been eliminated.

These unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which management believes are necessary to present fairly the financial position, results of operations, and cash flows of the Company for the respective periods presented. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-Q. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company and notes thereto included in the annual report of the Company on Form 10-K for the year ended December 31, 2007, filed with the Securities and Exchange Commission.

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

The interim results reflected in the unaudited condensed consolidated financial statements are not necessarily indicative of the results that may be expected for other interim periods or for the full year.

Reclassifications:  Certain reclassifications have been made to the prior period’s financial statements to conform to 2008 classifications.  These classifications had no effect on the previously reported net income.

Note 2 – Newly Issued Accounting Pronouncements

The Company adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (“FIN 48”), effective January 1, 2007.  FIN 48 clarifies the accounting for uncertainty in income taxes recognized in financial statements and requires the impact of a tax position to be recognized in the financial statements if that position is more likely than not of being sustained by the taxing authority.  The adoption of FIN 48 has not had a material effect on the Company’s consolidated financial position or results of operations.

In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements, SFAS 157, which clarifies the definition of fair value, establishes guidelines for measuring fair value, and expands disclosures regarding fair value measurements. SFAS 157 does not require any new fair value measurements and eliminates inconsistencies in guidance found in various prior accounting pronouncements. SFAS 157 became effective for the Company as of January 1, 2008. On December 14, 2007, the FASB issued proposed FASB Staff Position No. FAS 157-b, Effective Date of SFAS 157 (“Proposed FSP”). The Proposed FSP would amend SFAS 157, to delay the effective date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The Proposed FSP defers the effective date of SFAS 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of the Proposed FSP. The adoption of SFAS 157 has not had a material effect on the Company’s consolidated financial statements. The Company has not yet determined the effect on the Company’s consolidated financial statements that adoption of SFAS 157 will have for those items within the scope of the Proposed FSP.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115. This statement permits, but does not require, entities to measure certain financial instruments and other assets and liabilities at fair value on an instrument-by-instrument basis. Unrealized gains and losses on items for which the fair value option has been elected should be recognized in earnings at each subsequent reporting date. SFAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years, and cannot be adopted early unless SFAS No. 157, Fair Value Measurements, is also adopted. The adoption of SFAS 159 has not had a material effect on the Company’s consolidated financial statements.

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In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (“SFAS 141(R)”), which replaces SFAS No. 141. SFAS No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. The Statement also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008. The Company has not yet determined the effect that the adoption of SFAS 141(R) will have on the Company’s consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51 (“SFAS 160”), which establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. The Statement also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS 160 is effective for fiscal years beginning after December 15, 2008. The Company has not yet determined the effect that the adoption of SFAS 160 will have on its consolidated financial statements.

In March 2008, the FASB issued Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133 (“SFAS 161”).  The Statement requires disclosures of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS 161 is effective for fiscal years beginning after November 15, 2008, with early adoption permitted. The Company has not yet determined the effect that SFAS 161 will have on the Company’s consolidated financial statements.

Note 3 – Income Taxes

For the three months ended March 31, 2008, the Company did not have any material unrecognized tax benefits and there was no material effect on the Company’s financial condition or results of operation as a result of implementing FIN 48.  The Company estimates that the unrecognized tax benefit will not change significantly within the next twelve months.

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.  There was no significant accrued interest at March 31, 2008.  No penalties were accrued at March 31, 2008.

The Company files its tax returns as prescribed by the laws of the jurisdictions in which it operates.  Prior to May 2004, the Company elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code wherein the taxable income or loss of the Company was included in the income tax returns of its shareholders.  In May 2004, the Company reorganized as a limited liability company and was therefore taxed as a partnership for federal income tax purposes until the reorganization into a corporation effected at the time of the Company’s initial public offering.  Under these previous structures, the Company did not pay federal income tax at the entity level on its taxable income for these periods.  Instead, the members of the limited liability company or stockholders of the Subchapter S corporation were liable for income tax on the taxable income as it affected their tax returns.  The Company was also subject to tax at the entity level in certain states in which it operates.  Deferred income taxes, to which the Company was subject under these previous structures, were not material.

The Company (or its predecessor entities) is no longer subject to U.S. Federal income tax examinations for years before 2004.  Various state and local tax returns remain open to examination.  The Company believes that any potential assessment resulting from such examinations would be immaterial.

Note 4 – Stockholders’ Equity

On May 24, 2007, the Company sold 155,714 shares in a public offering.  In conjunction with the public offering, on June 13, 2007, the underwriters exercised their overallotment option to purchase an additional 592,000 shares from the Company.  The Company received approximately $22,300 in net proceeds from the sale of these shares.

In January 2008, the Board of Directors authorized a share repurchase program to acquire through open market purchases up to $25,000 of the Company’s common stock. As of March 31, 2008, the Company has repurchased 553,700 shares of the Company’s common stock through open market purchases at an average cost of $28.55 per share for a total expenditure of $15,809.

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Note 5  Earnings Per Share

The following table sets forth the computation of net income per share, on a basic and diluted basis for the periods indicated (shares and dollars in thousands):

	Three months ended March 31,
	2008		2007
Numerator:
Net income	$	9,672	$	9,747
Denominator:
Weighted-average shares outstanding	20,471		19,796
Weighted-average effect of dilutive securities:
Employee stock options	64		354
Stock purchase warrants	136		140
Restricted stock	39		—
Adjusted weighted-average shares outstanding, diluted	20,710		20,290
Net income per share, basic	$	0.47	$	0.49
Net income per share, diluted	$	0.47	$	0.48

Note 6 – Long-Term Debt

Long-term debt, including capital lease obligations, consists of the following:

	As of March 31,			As of December 31,
	2008			2007
Notes payable, secured by aircraft, interest at 8%, due at varying dates through December 2010	$	14,434		$	15,747
Notes payable, secured by aircraft, interest at 8.5%, due November 2011	13,528			14,113
Notes payable, secured by aircraft, interest at 6%, due at varying dates through February 2011	10,064			7,108
Notes payable, secured by aircraft, interest at 8%, due June 2011	5,691			6,071
Note payable, secured by aircraft, interest at 9%, due July 2008	431			747
Other notes payable	54			59
Capital lease obligations	26,784			28,301
Total long-term debt	70,986			72,146
Less current maturities	(19,087		)	(18,196		)
Long-term debt, net of current maturities	$	51,899		$	53,950

Note 7 – Investment in Joint Venture

AFH, Inc., a wholly owned subsidiary of Allegiant Travel Company, entered into a joint venture agreement with Orlando Sanford International, Inc. (“OSI”) to handle certain fuel operations for the Orlando Sanford International Airport. The joint venture, which began operations in January 2007, is responsible for the purchase and transport of jet fuel to a fuel farm

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facility owned and operated by OSI, and for the sale of jet fuel to air carriers. In addition, AFH, Inc. is responsible for the administrative functions for the joint venture. The Company accounts for its 50% interest in the joint venture agreement under the equity method. AFH, Inc.’s proportionate allocation of net income is reported in the Company’s consolidated statements of income in other income (expense) with an adjustment to the recorded investment in the Company’s consolidated balance sheets.

Note 8 – Financial Instruments and Risk Management

Airline operations are inherently dependent on energy, and are therefore impacted by changes in jet fuel prices. Aircraft fuel expense represented approximately 53.5% and 44.5% of the Company’s operating expenses for the three months ended March 31, 2008 and 2007, respectively.  The Company endeavors to acquire jet fuel at the lowest possible cost. To manage a portion of the aircraft fuel price risk, the Company from time to time used jet fuel and heating oil option contracts or swap agreements. The Company does not purchase or hold any derivative financial instruments for trading purposes.

The Company’s derivatives have historically not qualified as hedges for financial reporting purposes in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. Accordingly, changes in the fair value of such derivative contracts, which amounted to losses of $11 and gains of $1,524 for the three months ended March 31, 2008 and 2007, respectively, were recorded as a “Loss (gain) on fuel derivatives, net” within Other income (expense) in the accompanying condensed consolidated statements of income.  These amounts include both realized gains and losses and mark-to-market adjustments of the fair value of the derivative instruments at the end of each period.  As of March 31, 2008, the Company had no derivative instruments on its projected fuel consumption, while the fair value of one hedge contract amounted to $81 as of December 31, 2007.  The fair value of hedge contracts was recorded in “Other current assets” in the accompanying condensed consolidated balance sheets.

Note 9 – Commitments and Contingencies

The Company is subject to certain legal and administrative actions it considers routine to its business activities. The Company believes the ultimate outcome of any pending legal or administrative matters will not have a material adverse impact on its financial position, liquidity or results of operations.

Note 10 – Subsequent Events

In April 2008, the Company took delivery of one MD-88 aircraft which the Company had a commitment to purchase with seller financing. The Company made cash payment for the non-financed portion of the purchase price.

In April 2008, the Company purchased six MD-80 aircraft and three spare Pratt and Whitney engines.  The purchased aircraft and engines are under existing leases to a third party expiring in 2008 and 2009, and in conjunction with the purchase, the Company has become the lessor under the existing lease agreements.  The Company expects delivery of three aircraft during the fourth quarter of 2008 and one aircraft during the first quarter of 2009, to enter service during the first and second quarters of 2009.  The final two aircraft are expected to be delivered to the Company during the fourth quarter of 2009 to enter service in 2010.

In April 2008, the Company borrowed $18,000 under a loan agreement secured by unencumbered aircraft.  The notes payable issued under the loan agreement bear interest at 6% per annum and are payable in installments through April 2012.

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

The following discussion and analysis presents factors that had a material effect on our results of operations during the three month periods ending March 31, 2008 and 2007. Also discussed is our financial position as of March 31, 2008 and December 31, 2007. You should read this discussion in conjunction with our unaudited condensed consolidated financial statements, including the notes thereto, appearing elsewhere in this Form 10-Q and our consolidated financial statements appearing in our annual report on Form 10-K for the year ended December 31, 2007.  This discussion and analysis contains forward-looking statements. Please refer to the section below entitled “Special Note About Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.

Overview

We are a leisure travel company. The focus of our business is a low-cost passenger airline marketed to leisure travelers in small cities. Our business model emphasizes low operating costs, diversified revenue sources, and the transport of passengers from small cities to leisure destinations. Our route network, pricing philosophy, product offering and advertising are all intended to appeal to leisure travelers and make it attractive for them to purchase air travel and related services from us.

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We provide service primarily to Las Vegas (Nevada), Phoenix (Arizona), Ft. Lauderdale (Florida), Orlando (Florida), and Tampa/St. Petersburg (Florida), five of the most popular leisure destinations in the United States. We have positioned our business to take advantage of current lifestyle and demographic trends in the U.S. we believe are positive drivers for the leisure travel industry. The most notable demographic shift occurring in the U.S. is the aging of the baby boomer generation as they enter their peak earning years and have more time and disposable income to spend on leisure travel. We believe a large percentage of our customers fall within the baby boomer demographic and we target these customers through the use of advertisements in more than 300 print circulations.

As an adjunct to our scheduled service business, we also fly charter (“fixed fee”) services, both on a long-term contract basis (primarily for Harrah’s Entertainment Inc.) and on an on-demand adhoc basis.

Our Fleet:

The following table sets forth the number and type of aircraft in service and operated by us at the dates indicated:

	March 31, 2008			December 31, 2007			March 31, 2007
	Own(a)	Lease	Total	Own(a)	Lease	Total	Own(b)	Lease	Total
MD82/83/88s	28	4	32	24	4	28	22	2	24
MD87s	4	0	4	4	0	4	2	0	2
Total	32	4	36	28	4	32	24	2	26

(a)           Aircraft owned includes seven subject to capital leases.

(b)           Aircraft owned includes five subject to capital leases.

Our Markets:

Our scheduled service consists of limited frequency nonstop flights into leisure destinations from small cities. As of March 31, 2008, we offered scheduled service from 53 small cities primarily into Las Vegas, Phoenix, Ft. Lauderdale, Orlando, and Tampa/St. Petersburg, including seasonal service. The following shows the number of destinations and small cities served as of the dates indicated:

	As of March 31,	As of December 31,	As of March 31,
	2008	2007	2007
Destinations	5	5	3
Small Cities	53	53	46

Results of Operations

Comparison of three months ended March 31, 2008 to three months ended March 31, 2007

The table below presents our operating expenses as a percentage of operating revenue for the periods indicated:

	Three Months Ended March 31,
	2008		2007
Total operating revenue	100.0	%	100.0	%
Operating expenses:
Aircraft fuel	47.7		37.0
Salary and benefits	12.9		15.3
Station operations	9.0		10.2
Maintenance and repairs	7.9		7.7
Sales and marketing	3.3		3.6
Aircraft lease rentals	0.8		0.8
Depreciation and amortization	3.8		4.3
Other	4.0		4.1
Total operating expenses	89.2	%	83.0	%
Operating margin	10.8	%	17.0	%

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We recorded total operating revenue of $133.1 million, income from operations of $14.4 million and net income of $9.7 million for the first quarter of 2008. By comparison, for the same period in 2007, we recorded total operating revenue of $84.3 million, income from operations of $14.3 million and net income of $9.7 million.

As of March 31, 2008, we had a fleet of 36 aircraft in service, compared with a fleet of 26 aircraft in service as of March 31, 2007. The growth of our fleet permitted us to increase available seat miles (“ASMs”) by 36.2% for the first quarter of  2008 compared to the same period in 2007. Departures increased by 48.1% with an average stage length decrease of 8.2%.

Our ASM growth in the first quarter of 2008 compared to the same period of 2007 was solely attributable to increases in scheduled service which represented 88.2% of total ASMs in the first quarter of 2008 compared to 83.3% in the same period of 2007.  Scheduled service ASMs increased 44.1% while other flying (including fixed fee and non-revenue) ASMs decreased by 6.7%.

Operating Revenue

Our operating revenue increased 57.8%, or $48.8 million, to $133.1 million in the first quarter of 2008 from $84.3 million in the same period of 2007.  This was primarily driven by a 41.6% increase in revenue passenger miles (“RPMs”) and a 15.8% increase in total revenue per ASM.  The increase in RPMs resulted from the 36.2% increase in ASMs and the increase of our scheduled service load factor to 86.9% for the first three months of 2008, up 4.4 percentage points from the prior year.  The increase in total revenue per ASM resulted from an increase in our scheduled service total average fare per passenger to $112.75 for the first quarter of 2008 from $105.53 in the same period of 2007 along with a 4.4 percentage point increase in the total scheduled service load factor.

Scheduled service revenue.    Scheduled service revenue increased 57.5%, or $33.5 million, to $91.7 million in the first quarter of 2008 from $58.2 million in the same period of 2007 due to a 51.7% increase in scheduled service RPMs. The scheduled service average fare increased 0.5% from $86.55 in the first quarter of 2007 to $87.00 for the same period of 2008. Coupled with this average fare increase, was an increase of 4.4 percentage points in the total scheduled service load factor, that resulted in a 9.3% year-over-year increase in total scheduled service revenue per ASM from 7.49¢ to 8.19¢.

Fixed fee contract revenue.    Fixed fee contract revenue was $14.3 million in the first quarter of 2008 compared to $13.3 million in the same period of 2007.  Fixed fee revenue increased principally because of increased flying for Harrah’s Entertainment Inc. during the first quarter of 2008 from initation of service for our third Harrah’s subsidiary under an agreement signed in October 2007.  The new Harrah’s flying was offset by a reduction in seasonal charter service in the first quarter of 2008 for Apple Vacations West, Inc. compared to 2007.

Ancillary revenue.    Ancillary revenue increased 112.6% to $27.1 million in the first quarter of 2008 up from $12.8 million in the same period of 2007. The increase in ancillary revenue was due to a 56.7% increase in scheduled service passengers and a 35.7% increase in ancillary revenue per passenger from $18.98 to $25.75 due primarily to the sale of new products and increased pricing on certain existing products.

Operating Expenses

Our operating expenses increased by 69.5%, or $48.7 million, to $118.8 million in the first quarter of 2008 up from $70.0 million during the same period in 2007.

In general, our operating expenses are significantly affected by changes in our capacity, as measured by ASMs. The following table presents our unit costs, defined as operating expense per ASM (“CASM”), for the indicated periods. In addition, the table presents CASM, excluding fuel, which represents operating expenses, less aircraft fuel, divided by available seat miles. This statistic provides management and investors the ability to measure and monitor our cost performance absent fuel price volatility. Both the cost and availability of fuel are subject to many economic and political factors and are therefore beyond our control.

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	Three Months Ended March 31,				Percentage
	2008		2007		Change
Aircraft fuel	5.00	¢	3.34	¢	49.7	%
Salary and benefits	1.35		1.38		(2.2	)
Station operations	0.95		0.93		2.2
Maintenance and repairs	0.82		0.70		17.1
Sales and marketing	0.34		0.33		3.0
Aircraft lease rentals	0.08		0.07		14.3
Depreciation and amortization	0.39		0.39		—
Other	0.42		0.37		13.5
Operating CASM	9.35	¢	7.51	¢	24.5	%
Operating CASM, excluding fuel	4.35	¢	4.17	¢	4.3	%

Overall, CASM and CASM, excluding fuel, increased by 24.5% and 4.3%, respectively, in part due to the 8.2% decline in average stage length from 930 for the first quarter of 2007 to 854 for the same period of 2008. The average stage length can affect CASM and CASM, excluding fuel, because many fixed costs are not directly dependent on the length of haul.

Aircraft fuel expense.    Aircraft fuel expense increased 103.6%, or $32.3 million, to $63.5 million in the first quarter of 2008 up from $31.2 million in the same period of 2007. This change was due to a 39.0% increase in gallons consumed and a 46.2% increase in the average cost per gallon to $2.88 per gallon during the first quarter of 2008 compared to $1.97 per gallon in the same period of 2007.

Salary and benefits expense.    Salary and benefits expense increased 32.7% to $17.1 million in the first quarter of 2008 up from $12.9 million in the same period of 2007. This increase is largely attributable to a 39.9% increase in full-time equivalent employees to support our system growth along with an increase in accrued employee bonus expense during the first quarter of 2008 compared to the same period of 2007 which has been reclassified during the period from Other expense.  We employed 1,280 full-time equivalent employees as of March 31, 2008, compared to 915 full-time equivalent employees as of March 31, 2007.

Station operations expense.    Station operations expense increased 39.2%, or $3.4 million, to $12.0 million in the first quarter of 2008 compared to $8.6 million in the same period of 2007. The percentage increase in station operations expense lagged the 48.1% increase in departures as station expense per departure decreased by 6.0%. 

Maintenance and repairs expense.    Maintenance and repairs expense increased by 60.2% to $10.5 million in the first quarter of 2008 from $6.5 million in the same period of 2007.  The increase is largely attributable to four heavy maintenance checks performed in the first quarter of 2008 compared to three performed in the same period of 2007 and a non-recurring inventory adjustment for the expensing of low-value high usage expendables.  In addition, the growth of our fleet resulted in an increase of rotable part repairs and routine maintenance expenditures for the first quarter of 2008 compared to the same period in 2007.

Sales and marketing expense.    Sales and marketing expense increased 42.9%, or $1.3 million, to $4.3 million in the first quarter of 2008 compared to $3.0 million in the same period of 2007. This increase is primarily due to an increase in advertising and credit card discount fees associated with the 57.5% increase in scheduled service revenue in the first quarter of 2008 compared to the same period in 2007.

Aircraft lease rentals expense.    Aircraft lease rentals expense increased by 54.8% to $1.0 million in the first quarter of 2008 from $0.7 million in the same period of 2007 due to an increase in the number of leased aircraft.

Depreciation and amortization expense.    Depreciation and amortization expense was $5.0 million in the first quarter of 2008 compared to $3.7 million in the same period of 2007, an increase of 37.0% as the number of in-service aircraft owned or subject to capital lease increased from 24 as of March 31, 2007 to 32 as of March 31, 2008.

Other expense.    Other expense increased by 54.0% to $5.3 million in the first quarter 2008 compared to $3.5 million in same period of 2007 due mainly to increased aviation insurance, administrative, facilities and training expenses associated with our company’s growth.

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Other (Income) Expense

Other (income) expense decreased from a net other income amount of $2.0 million in the first quarter of 2007 to a net other income amount of $0.3 million in the same period of 2008.  This change is primarily attributable to a net gain on fuel derivatives of $1.5 million in the first quarter of 2007 which was not repeated in 2008.

 Income Tax Expense

Our tax rate is affected by recurring items, such as tax rates in various states and the relative amount of income we earn in each jurisdiction, which we expect to be fairly consistent in the near term.  It is also affected by discrete items that may occur in any given year, but are not consistent from year to year.  The Company’s effective tax rate was 34.1% in the first quarter of 2008 compared to 40.2% in the same period of 2007.  The tax rate in the first quarter of 2007 was higher due a non-recurring tax provision adjustment that resulted from the reorganization consummated at the time of our initial public offering in December 2006.  The lower effective tax rate for the first quarter of 2008 was also attributable to the geographic mix of our flying and the impact this had on the state income tax portion of the tax provision.  Our reported effective tax rate for the first quarter of 2008 may not be indicative of our effective tax rates for future quarters of 2008 or for 2008 as a whole.

Comparative Consolidated Operating Statistics

The following tables set forth our operating statistics for the three months ended March 31, 2008 and 2007:

	Three months ended March 31,						Percent
	2008			2007			Change
Operating statistics (unaudited):
Total system statistics:
Passengers	1,154,710			753,239			53.3
Revenue passenger miles (RPMs) (thousands)	1,062,464			749,237			41.6
Available seat miles (ASMs) (thousands)	1,270,247			932,530			36.2
Load factor	83.6		%	80.3		%	3.3	pts.
Operating revenue per ASM (cents)	10.48			9.05			15.8
Operating CASM (cents)	9.35			7.51			24.5
Fuel expense per ASM (cents)	5.00			3.34			49.7
Operating CASM, excluding fuel (cents)	4.35			4.17			4.3
Operating expense per passenger	$	102.86		$	93.00		10.6
Fuel expense per passenger	54.99			41.40			32.8
Operating expense per passenger, excluding fuel	$	47.87		$	51.60		(7.2	)
Departures	10,022			6,767			48.1
Block hours	23,413			16,560			41.4
Average stage length (miles)	854			930			(8.2	)
Average number of operating aircraft during period	34.5			25.9			33.2
Total aircraft in service end of period	36			26			38.5
Full-time equivalent employees at period end	1,280			915			39.9
Fuel gallons consumed (thousands)	22,028			15,848			39.0
Average fuel cost per gallon	$	2.88		$	1.97		46.2
Scheduled service statistics:
Passengers	1,054,398			672,840			56.7
Revenue passenger miles (RPMs) (thousands)	973,248			641,479			51.7
Available seat miles (ASMs) (thousands)	1,120,013			777,141			44.1
Load factor	86.9		%	82.5		%	4.4	pts.
Departures	8,291			5,674			46.1
Block hours	20,346			13,847			46.9
Yield (cents)	9.43			9.08			3.9
Scheduled service revenue per ASM (cents)	8.19			7.49			9.3
Ancillary revenue per ASM (cents)	2.42			1.65			47.6
Total revenue per ASM (cents)	10.61			9.14			16.1
Average fare — scheduled service	$	87.00		$	86.55		0.5
Average fare — ancillary	$	25.75		$	18.98		35.7
Average fare — total	$	112.75		$	105.53		6.9
Average stage length (miles)	907			926			(2.1	)
Percent of sales through website during period	87.8		%	88.1		%	(0.3	) pts.

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Liquidity and Capital Resources:

Current liquidity.  Cash and cash equivalents, restricted cash and short-term investments increased from $186.8 million at December 31, 2007 to $202.0 million at March 31, 2008.  Restricted cash represents credit card deposits, escrowed funds under our fixed fee flying contracts and cash collateral against letters of credit issued to our hotel vendors, airports and certain other parties.

Sources and Uses of Cash.

Operating Activities:  Cash flows provided by operations for the three months ended March 31, 2008 were $43.8 million compared to $53.4 million in the same period 2007.  The cash flows provided by operations in 2008 were primarily the result of an increase in passenger bookings for future travel and operating income.

Investing Activities:  Cash flows provided by investing activities for the three months ended March 31, 2008 were $12.4 million compared to cash flows used in investing activities of $4.0 million in the same period of 2007. During the first three months of 2008, our purchases of property and equipment were more than offset by maturities of short-term investments.  The $8.0 million of purchases of property and equipment during the first three months of 2008 included two aircraft with partial financing.

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Financing Activities:  Cash flows used in financing activities for the three months ended March 31, 2008 were $19.7 million compared to $ 4.3 million during the same period of 2007.  Financing activities during the first three months of 2008 primarily consisted of $ 15.8 million to purchase common stock in open market purchases and debt repayments related to aircraft financing and capital lease obligations of $4.8 million. As of March 31, 2008, we had secured debt financing on 15 aircraft and capital lease financing on seven aircraft compared to debt financing on 12 aircraft and capital lease financing on five aircraft as of March 31, 2007. The increase of financed aircraft and aircraft under capital lease resulted in more principal payments in the first quarter of 2008 compared to the same period of 2007.

Commitments and Contractual Obligations

The following table discloses aggregate information about our contractual cash obligations as of March 31, 2008 and the periods in which payments are due (in thousands):

			Less than						More than
	Total		1 year		1 to 3 years		4 to 5 years		5 years
Long-term debt obligations (1)	$	50,221	$	11,952	$	30,459	$	7,810	$	—
Capital lease obligations	24,570		6,165		13,185		5,220		—
Operating lease obligations (2)	24,891		3,989		6,570		4,824		10,508
Aircraft purchase obligations (3)	9,050		9,050		—		—		—
Total future payments on contractual obligations	$	108,732	$	31,156	$	50,214	$	17,854	$	10,508

(1)Long-term debt obligations include scheduled interest payments.

(2)Operating lease obligations include aircraft operating leases and leases of airport station property and office space.

(3)Aircraft purchase obligations include three aircraft. Two of these aircraft are currently under operating leases with   forward purchase agreements to take delivery and purchase at the end of the lease term in July 2008. Also included is the purchase of one aircraft with seller financing that closed and was delivered in April 2008.  The amount of aircraft purchase obligations in the table includes the entire purchase price of the aircraft.

Critical Accounting Policies and Estimates

A description of our critical accounting policies is included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2007.  There has been no material change to these policies for the three months ended March 31, 2008.

Recent Accounting Pronouncements

See related disclosure at “Item 1 — Unaudited Condensed Consolidated Financial Statements — Notes to Condensed Consolidated Financial Statements — Note 2 — Newly Issued Accounting Pronouncements.”

Special Note about Forward-Looking Statements

We have made forward-looking statements in this quarterly report on Form 10-Q, and in this section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project” or similar expressions.

Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in the forward-looking statements. Important risk factors that could cause our results to differ materially from those expressed in the forward-looking statements generally may be found in our periodic reports and registration statements filed with the Securities and Exchange Commission at www.sec.gov. These risk factors include, without limitation, increases in fuel prices, terrorist attacks, risks inherent to airlines, demand for air services to Las Vegas, Orlando, Tampa/St. Petersburg, Phoenix-Mesa and Ft. Lauderdale from the markets served by us, our ability to implement our growth strategy, our fixed obligations, our dependence on our leisure destination markets, our ability to add, renew or replace gate leases, our competitive environment, problems with our aircraft, dependence on fixed fee customers, our reliance on our automated systems, economic and other conditions in markets in which we operate, governmental regulation, increases in maintenance costs and insurance premiums and cyclical and seasonal fluctuations in our operating results.

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Any forward-looking statements are based on information available to us today and we undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are subject to certain market risks, including commodity prices (specifically, aircraft fuel).  The adverse effects of changes in these markets could pose a potential loss as discussed below. The sensitivity analysis does not consider the effects that such adverse changes may have on overall economic activity, nor does it consider additional actions we may take to mitigate our exposure to such changes. Actual results may differ. See the notes to our consolidated financial statements in our annual report on Form 10-K filed with the Securities and Exchange Commission for a description of our significant accounting policies and additional information.

Aircraft Fuel

Our results of operations can be significantly impacted by changes in the price and availability of aircraft fuel. Aircraft fuel expense for the three months ended March 31, 2008 and 2007 represented approximately 53.5% and 44.5% of our operating expenses, respectively. Increases in fuel prices or a shortage of supply could have a material effect on our operations and operating results. Based on fuel consumption for the three months ended March 31, 2008, a hypothetical ten percent increase in the average price per gallon of aircraft fuel would have increased fuel expense by approximately $6.3 million for the three months ended March 31, 2008. While we are not currently pursuing fuel hedging programs, in the past we entered into forward contracts or other financial products to reduce our exposure to fuel price volatility. As of March 31, 2008 we have no fuel derivative contracts outstanding.

Interest Rates

We have market risk associated with changing interest rates due to the short-term nature of our invested cash, which totaled $180.8 million, and short term investments of $7.4 million at March 31, 2008. We invest available cash in certificates of deposit, investment grade commercial paper, and other highly rated financial instruments. Because of the short-term nature of these investments, the returns earned closely parallel short-term floating interest rates. A hypothetical 100 basis point change in interest rates in the first quarter of 2008 would have affected interest income from cash and investments by $0.2 million.

Our long term debt consists of fixed rate notes payable and capital lease arrangements. A hypothetical 100 basis point change in market interest rates as of March 31, 2008, would not have a material effect on the fair value of our fixed rate debt instruments. Also, a hypothetical 100 basis point change in market rates would not impact our earnings or cash flow associated with our fixed-rate debt.

Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures. As of the end of the period covered by this report, under the supervision and with the participation of our management, including our chief executive officer (“CEO”) and chief financial officer (“CFO”), we evaluated the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the “Exchange Act”). Based on this evaluation, our management, including our CEO and CFO, has concluded that our disclosure controls and procedures are designed, and are effective, to give reasonable assurance that the information we are required to disclose is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.   Based upon this evaluation, the CEO and CFO concluded that our disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed in our reports filed with or submitted to the SEC under the Exchange Act is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during our quarter ending March 31, 2008, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II. OTHER INFORMATION

Item 1.  Legal Proceedings

We are subject to certain legal and administrative actions we consider routine to our business activities. We believe the ultimate outcome of any pending legal or administrative matters will not have a material adverse impact on our financial position, liquidity or results of operations.

Item 1A.  Risk Factors

We have evaluated our risk factors and determined that there have been no changes to our risk factors set forth in Part I, Item 1A in the Form 10-K since we filed our Annual Report on Form 10-K on March 11, 2008.

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

Use of Proceeds from Initial Public Offering

On December 13, 2006, we consummated the initial public offering of our common stock, $0.001 par value.  The shares of common stock sold in the offering were registered under the Securities Act of 1933, as amended, on a Registration Statement (Registration No. 333-134145) that was declared effective by the Securities and Exchange Commission on December 8, 2006.  The estimated aggregate net proceeds to us from the offering were approximately $94.5 million after deducting underwriting discounts and commissions paid to the underwriters and other expenses incurred in connection with the offering.

Approximately $0.9 million of the proceeds were applied to the repayment of debt owed to our chief executive officer and chairman of the board. No other portion of the proceeds from the offering was paid, directly or indirectly, to any of our officers or directors or any of their associates, or to any persons owning ten percent or more of our outstanding common stock or to any of our affiliates. We have invested the remaining net proceeds in short-term, investment-grade, interest bearing instruments, pending their use to fund working capital and capital expenditures, including capital expenditures related to the purchase of aircraft.  As of March 31, 2008, we have used $50.1 million of the proceeds of our initial public offering for capital expenditures.

Our Repurchases of Equity Securities

The following table reflects repurchases of our common stock during the first quarter of 2008. On January 29, 2008, we announced a share repurchase program to acquire through open market purchases up to $25.0 million of our common stock over a period not to exceed 12 months.  As of March 31, 2008, we have repurchased 553,700 shares of our common stock through open market purchases at an average cost of $28.55 per share for a total expenditure of $15.8 million.

ISSUER PURCHASES OF EQUITY SECURITIES

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
January 2008	700	$	27.13	700	$	24,981,009
February 2008	525,300	28.61		525,300	9,952,176
March 2008	27,700	26.96		27,700	9,205,384
Total	553,700	$	28.55	553,700	$	9,205,384

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Item 6.           Exhibits

3 .1                 Articles of Incorporation (1)

3 .2                 Bylaws of the Company

31.1                Rule 13a - 14(a) / 15d - - 14(a) Certification of Principal Executive Officer

31.2                Rule 13a - 14(a) / 15d - - 14(a) Certification of Principal Financial Officer

32.                  Section 1350 Certifications

(1)Incorporated by reference to Exhibit filed with Registration Statement #333-134145 filed by the Company with the Commission on July 6, 2006.

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SIGNATURES

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

	ALLEGIANT TRAVEL COMPANY
Date: May 9, 2008	By:	/s/ Andrew C. Levy
	Andrew Levy
	Principal Financial Officer

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EX-3.2

Exhibit 3.2

BY-LAWS

OF

ALLEGIANT TRAVEL COMPANY

ARTICLE ONE
OFFICES

                Section 1.1  Registered Office and Agent.  The corporation shall maintain a registered office and shall have a registered agent whose business office is identical with such registered office.

                Section 1.2  Other Offices.  The corporation may have offices at such place or places, within or without the State of Nevada, as the Board of Directors may, from time to time, appoint or as the business of the corporation may require or make desirable.

ARTICLE TWO
CAPITAL STOCK

                Section 2.1  Issuance and Notice.  Certificates of each class of stock shall be numbered consecutively in the order in which they are issued.  They shall be signed by the President and Secretary and the seal of the corporation shall be affixed thereto.  In an appropriate place in the corporate records there shall be entered the name of the person owning the shares, the number of shares and the date of issue.  Certificates of stock exchanged or returned shall be canceled and placed in the corporate records.  Facsimile signatures may be utilized in accordance with Section 2.2 of this Article. Any shares of the Company’s Common Stock and any other class of stock designated by resolution of the Board of Directors of the corporation may be recorded on the books of the corporation or its transfer agent as uncertificated shares; provided, however, that no shares represented by a certificate may be uncertificated until and unless such certificate is surrendered to the corporation or its transfer agent. Every holder of shares of stock in the corporation shall be entitled to have a stock certificate signed by, or in the name of, the corporation.

                Section 2.2  Transfer Agents and Registrars.  The Board of Directors of the corporation may appoint a transfer agent or agents and a registrar or registrars of transfer (other than the corporation itself or an employee thereof) for the issuance of shares of stock of the corporation and may require that all stock certificates bear the signature of such transfer agent and registrar.  In the event a share certificate is authenticated by both the transfer agent and registrar, any share certificate may be signed by the facsimile of the signature of either or both of the President and Secretary printed thereon.  If the same is countersigned by the transfer agent and registrar of the corporation, the certificates bearing the facsimile of the signatures of the President and Secretary shall be valid in all respects as if such person or persons were still in office even though such person or persons shall have died or otherwise ceased to be officers.

                Section 2.3  Transfer.  Upon the surrender to the corporation or to the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of assignment of authority to transfer, it shall be the duty of the corporation to issue a certificate to the person entitled thereto, to cancel the surrendered certificate and to record the transaction upon its books.

                Section 2.4  Lost Certificates.  Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and shall, if the Board of Directors so requires, comply with such other conditions applicable to the circumstances as the Board of Directors may require, including the delivery of a bond of indemnity, in form and with one or more sureties satisfactory to the Board of Directors, in at least double the value of the stock represented by said certificates; whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost or destroyed.

                Section 2.5  Stockholders of Record.  The corporation shall be entitled to recognize the exclusive right of a person registered on the books as the owner of shares entitled to receive dividends or to vote as such owner and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

                Section 2.6  Determining Stockholders of Record.  The Board of Directors shall have the power to close the stock transfer books of the corporation for a period not exceeding sixty (60) days preceding the date of any meeting of Stockholders or the date for payment of any dividend.  Such date shall serve as the record date for the determination of the Stockholders entitled to notice of and to vote at such meeting or to receive payment of such dividend.  When a record date is so fixed, only Stockholders of record on that date shall be entitled to notice of and to vote at the meeting or to receive payment of any dividend, notwithstanding any transfer of any shares on the books of the corporation after the record date.

                Section 2.7  Voting.  The holders of the common stock shall be entitled to one vote for each share of stock standing in their name.  The holders of any class or series of preferred stock shall have the rights to vote specified in the corporation’s articles of incorporation or certificate of rights, preferences and privileges filed in accordance with the laws of the State of Nevada.

                Section 2.8  Statement of Rights of Holders of Stock.  So long as the corporation is authorized to issue more than one class of stock or more than one series of any class, there shall be set forth on the face or back of each certificate of stock, or the certificate shall have a statement that the corporation will furnish to any Stockholder upon request and without charge, a full or summary statement of the voting powers, designations, preferences, limitations, restrictions and relative rights of the various classes of stock or series thereof.

ARTICLE THREE
STOCKHOLDERS’ MEETINGS

                Section 3.1  Place of Meetings.  All meetings of the Stockholders shall be held at the registered office of the corporation or at such other place, either within or without the State of Nevada, as the Board of Directors may, from time to time, designate.

                Section 3.2  Annual Meeting.  An annual meeting of the Stockholders shall be held each year at such time and date between January 1 and June 30 as shall be designated by the Board of Directors and stated in the notice of the meeting.  If an annual meeting has not been called and held by June 30 of any year, such meeting may be called by the holders of ten percent (10%) or more of the voting power of the corporation outstanding and entitled to vote.  At such annual meeting, the Stockholders shall elect a Board of Directors by a plurality vote and transact such other business as may properly be brought before the meeting.

2

                Section 3.3  Special Meetings.

                                A.            Calling of Special Meetings.  Upon request in writing to the President or Secretary, sent by registered mail or delivered to such Officer in person, by any of the persons entitled to call a meeting of Stockholders, as provided in Section 3.3B below, such Officer shall forthwith cause notice to be given to the Stockholders entitled to vote at such meeting.  If the notice is not given within thirty (30) days after the date of delivery of the request, the persons calling the meeting may fix the time of meeting and give the notice in the manner provided in these By-laws.

                B.            Persons Entitled to Call Special Meetings.  Special meetings of the Stockholders, for any purpose whatsoever, may be called at any time by any of the following:  (1) a majority of the Board of Directors in office; or (2) the corporation’s Chairman of the Board or Chief Executive Officer.

                C.            Permissible Matters.  Business transacted at all special meetings shall be confined to the objects stated in the notice calling the meeting.

                Section 3.4  Notice.

                A.            Notice of Meetings.  Notice of all meetings of Stockholders shall be given in writing to Stockholders entitled to vote signed by the Secretary or an Assistant Secretary or other person charged with that duty, or, in case of his neglect or refusal, or if there is no person charged with the duty of giving notice, by any Director or Stockholder.

                B.            Method of Notice.  A notice may be given by the corporation to any Stockholder, either personally or by mail or other means of written communication, charges prepaid, addressed to the Stockholder at his address appearing on the books of the corporation.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with first-class postage thereon, prepaid and addressed to the Stockholder at his address as it appears on the stock transfer books of the corporation.

                C.            Time of Notice.  Notice of meeting of Stockholders shall be sent to each Stockholder entitled thereto not less than ten (10) days nor more than sixty (60) days before the meeting, except in the case of a meeting for the purpose of approving a merger or consolidation agreement in which case the notice must be given not less than twenty (20) days prior to the date of the meeting.

D.            Contents of Notice.  Notice of any meeting of Stockholders shall specify the place, the day and the hour of the meeting and the purpose for calling the meeting.

                Section 3.5  Waiver of Notice.  Notice of a meeting need not be given to any Stockholder who signs a waiver of notice, in person or by proxy, either before or after the meeting; and a Stockholder’s waiver shall be deemed the equivalent of giving proper notice.  Attendance of a Stockholder at a meeting, either in person or by proxy, shall by itself constitute a waiver of notice and a waiver of any and all objections to the time or place of the meeting or the manner in which it has been called or convened, unless a Stockholder attends a meeting solely for the purpose of stating, at the beginning of the meeting, any such objection or objections to the transaction of business.  Unless otherwise specified herein, neither the business transacted nor the purpose of the meeting need be specified in the waiver.

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                Section 3.6  Business at Stockholder Meetings.

A.            At any meeting of the Stockholders, only such business shall be conducted as shall have been brought before the meeting (i) pursuant to the corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any Stockholder of the corporation who is a Stockholder of record at the time of giving of the notice provided for in this Section 3.6, who shall be entitled to vote at such meeting, who meets the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and who complies with the notice procedures set for in this Section 3.6.

B.            For business to be properly brought before any meeting by a Stockholder pursuant to clause (iii) above of Section 3.6A, the Stockholder must have given timely notice thereof in writing to the Secretary of the corporation.  To be timely, a Stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the corporation not less than one hundred twenty (120) days prior to the date of the meeting.  A Stockholder’s notice to the Secretary shall set forth as to each matter the Stockholder proposes to bring before the meeting:  (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the name and address, as they appear on the corporation’s books, of the Stockholder proposing such business, and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (iii) the class and number of shares of the corporation which are owned beneficially and of record by such Stockholder of record and by the beneficial owner, if any, on whose behalf the proposal is made, and (iv) any material interest of such Stockholder of record and the beneficial owner, if any, on whose behalf the proposal is made in such business.

C.            Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at a meeting except in accordance with the procedures set forth in this Section 3.6.  The presiding officer of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the procedures prescribed in this Section 3.6, and if such person should so determine, such person shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.  Notwithstanding the foregoing provisions of this Section 3.6, a Stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section 3.6.

Section 3.7  Presence by Telephone.  Stockholders may participate in a meeting of the Stockholders by means of a conference telephone or similar communications equipment by which all participants in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.7 shall constitute presence in person at such meeting.

                Section 3.8  Quorum.  The majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of Stockholders.  If a quorum is present, action on a matter (other than the election of Directors) by the Stockholders is approved if the votes cast by the Stockholders favoring the action exceed the votes cast opposing the action unless provided otherwise (i) under the corporation’s articles of incorporation, (ii) under the rights and preferences of any class or series of stock authorized, or (iii) under Nevada law.  When a quorum is once present to organize a meeting, the Stockholders present may continue to do business at the meeting until adjournment even though enough Stockholders withdraw to leave less than a quorum.

                Section 3.9  Adjournment.  Any meeting of the Stockholders may be adjourned by the holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present.  Notice of the adjourned meeting or of the business to be transacted at such meeting shall not be necessary, provided the

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time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken.  Notwithstanding the preceding sentence, if the Board of Directors fixes a new record date for the adjourned meeting with respect to who can vote at such meeting, then notice of the adjourned meeting shall be given to each Stockholder of record on the new record date who is entitled to vote at such meeting, which notice shall be given in accordance with the provisions of Section 3.4 hereof.  At an adjourned meeting at which a quorum is present or represented, any business may be transacted which could have been transacted at the meeting originally called.

                Section 3.10  Voting Rights.  Each Stockholder shall be entitled at each Stockholders’ meeting to one vote for each share of the capital stock having voting power held by such Stockholder except as otherwise provided (i) under the corporation’s articles of incorporation, or (ii) the corporation’s certificate of rights, preferences and privileges filed in accordance with the laws of the State of Nevada, or (iii) as otherwise provided in Article VII of these By-laws.  Neither treasury shares nor shares held by a subsidiary of the corporation shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time.

                Section 3.11  Proxies.  A Stockholder entitled to vote may vote in person or by proxy executed in writing by the Stockholder or by his attorney-in-fact.  If any Stockholder designates two or more persons to act as proxies, a majority of those present at the meeting, or if only one shall be present, then that one, shall have and may exercise all of the powers conferred by such Stockholder upon all of the persons so designated unless the Stockholder shall otherwise provide.  A proxy shall not be valid after six (6) months from the date of its execution unless it is coupled with an interest, or unless a longer period is expressly stated in such proxy, which may not exceed seven (7) years from the date of its creation.  Every proxy shall be revocable at the pleasure of the Stockholder executing it except as may be otherwise provided in the Nevada Revised Statutes.

                Section 3.12  Election Judges.  The Board of Directors, or if the Board shall not have made the appointment, the chairman presiding at any meeting of Stockholders, shall appoint two or more persons to act as election judges to receive, canvass, certify and report the votes cast by the Stockholders at such meeting; but no candidate for the office of Director shall be appointed as an election judge at any meeting for the election of Directors.

                Section 3.13  Chairman of Meeting.  The Chairman of the Board shall preside at all meetings of the Stockholders; and, in the absence of the Chairman of the Board, the President shall serve as chairman of the meeting.

                Section 3.14  Secretary of Meeting.  The Secretary of the corporation shall act as secretary of all meetings of the Stockholders; and, in his absence, the chairman of the meeting may appoint any person to act as secretary of the meeting.

                Section 3.15  Action by Consent of Stockholders.  Any action required or permitted to be taken at a meeting of the Stockholders may be taken without a meeting if a written consent setting forth the action shall be signed by Stockholders holding at least a majority of the voting power, unless a greater vote is required (i) under the corporation’s articles of incorporation, (ii) under the corporation’s certificate of rights, preferences and privileges filed in accordance with the laws of the State of Nevada, or (iii) under Nevada law, in which event, such greater proportion of written consent shall be required.  Any such consent shall be filed with the Secretary of the corporation and shall have the same force and effect as a unanimous vote of the Stockholders.

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ARTICLE FOUR
DIRECTORS

                Section 4.1  Management of Business.  Subject to these By-laws, the full and entire management of the affairs and business of the corporation shall be vested in the Board of Directors which shall have and which may exercise all of the powers that may be exercised or performed by the corporation.

                Section 4.2  Number, Qualification and Term of Office.  The business and affairs of the corporation shall be managed by a Board of Directors which shall consist of five (5) members.  Each member of the Board of Directors of the corporation shall be elected by a plurality of the votes cast by the shares entitled to vote for the election of Directors.  None of the Directors need be a resident of the State of Nevada or hold shares of stock in the corporation.  The Directors shall be elected at an annual or special meeting of the Stockholders.  Each Director shall have a term of office of one year and until his successor shall have been elected and qualified, or until a director’s earlier resignation or removal.

                Section 4.3  Vacancies.

                A.            When Vacancies Occur.  Vacancies in the Board of Directors shall exist in the case of happening of any of the following events:  (1) the death, resignation or removal of any Directors; (2) a declaration of vacancy by the Board of Directors as provided in Paragraph B below; (3) the authorized number of Directors is increased by amendment of these By-laws; or (4) at any meeting of Stockholders at which the Directors are elected, the Stockholders fail to elect the full authorized number of Directors to be voted for at that meeting.  A reduction of the authorized number of Directors does not remove any Director prior to the expiration of his term in office. One or more vacancies on the Board of Directors shall not impair the authority of the remaining Directors to act on behalf of the corporation.

                B.            Declaration of Vacancy.  The Board of Directors may declare vacant the office of any Director in either of the following cases:  (1) if he is declared of unsound mind by an appropriate court order or convicted of a felony; or (2) if within sixty (60) days after notice of his election he does not accept the office either in writing or by attending a meeting of the Board of Directors.

                C.            Filling Vacancies.  Unless the Articles of Incorporation or a provision of these By-laws approved by the Stockholders provides otherwise, if a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of Directors, the Board of Directors may fill the vacancy.  If the Directors remaining in office do not constitute a quorum of the Board, the Directors may fill the vacancy by affirmative vote of a majority of all the Directors remaining in office.  Such appointment by the Stockholders or Directors shall continue until the expiration of the term of the Director whose place has become vacant.

                Section 4.4  Board Nominations.  Nominations for election to the Board of Directors must be made by the Board of Directors of by a committee appointed by the Board of Directors for such purpose or by any Stockholder of any outstanding class of capital stock of the corporation entitled to vote for the election of directors.  Nominations by Stockholders must be preceded by notification in writing received by the Secretary of the corporation not less than one hundred twenty (120) days prior to any meeting of Stockholders called for the election of directors.  Such notification shall contain the written consent of each proposed nominee to serve as a director if so elected and the following information as to each proposed nominee and as to each person, acting alone or in conjunction with one or more other persons as a partnership, limited partnership, syndicate or other group, who participates or is expected to participate in making such nomination or in organizing, directing or financing such nomination or solicitation of proxies to vote for the nominee:

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(a)the name, age, residence, address, and business address of each proposed nominee and of each such person;

(b)the principal occupation or employment, the name, type of business and address of the corporation or other organization in which such employment is carried on of each proposed nominee and of each such person;

(c)the amount of stock of the corporation owned beneficially, either directly or indirectly, by each proposed nominee and each such person; and

(d)a description of any arrangement or understanding of each proposed nominee and of each such person with each other or any other person regarding future employment or any future transaction to which the corporation will or may be a party.

The presiding officer of the meeting shall have the authority to determine and declare to the meeting that a nomination not preceded by notification made in accordance with the foregoing procedure shall be disregarded.  Notwithstanding the foregoing provisions of this Section 4.4, a Stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section 4.4.

Section 4.5  Compensation.  For their services as Directors, the Directors may receive a fixed sum salary and reimbursement of expenses of attendance at each meeting of the Board as approved by the Stockholders or Board of Directors from time to time.  A Director may serve the corporation in a capacity other than that of Director and receive compensation for the services rendered in such other capacity.

ARTICLE FIVE
DIRECTORS’ MEETINGS

                Section 5.1  Place of Meetings.  The meetings of the Board of Directors may be held at the registered office of the corporation or at any place, within or without the State of Nevada, which a majority of the Board of Directors may, from time to time, designate.

                Section 5.2  Annual Meeting.  The Board of Directors shall meet each year immediately following the annual meeting of the Stockholders at the place such Stockholders’ meeting was held or at such other time, date and place as a majority of the Board of Directors may designate.  At such annual meeting, Officers shall be elected and such other business may be transacted which is within the powers of the Directors.  Notice of the annual meeting of the Board of Directors need not be given.

                Section 5.3  Regular Meetings.

                A.            When Regular Meetings Held.  Regular meetings of the Board of Directors (which includes the annual meeting) shall be held not less than every three (3) months.

                                B.            Call of Regular Meetings.  All regular meetings of the Board of Directors of the corporation shall be called by the Chairman of the Board or by the President.

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                C.            Notice of Regular Meetings.  Written notice of the time and place of the regular meetings of the Board of Directors shall be delivered personally to each Director or sent to each Director by mail or by other form of written communication (including facsimile transmission) at least two (2) business days before the meeting.

                Section 5.4  Special Meetings.

                A.            Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board or by any two Directors.

                B.            Notice of Special Meeting.  Written notice of the time and place of special meetings of the Board of Directors shall be delivered personally to each Director or sent to each Director by mail or by other form of written communication (including by email or facsimile transmission) at least twenty-four (24) hours before the meeting.

                Section 5.5  Waiver of Notice.  A Director may waive in writing notice of a special meeting of the Board, either before or after the meeting, and his waiver shall be deemed the equivalent of giving notice.  Attendance of a Director at a meeting shall constitute a waiver of notice of that meeting unless he attends for the express purpose of objecting to the transaction of business on the grounds that the meeting has not been lawfully called or convened.

                Section 5.6  Purpose of Meeting.  Neither the business to be transacted at a regular or special meeting, nor the purpose of such meeting, need be specified in the notice or waiver of notice of such meeting.

                Section 5.7  Presence by Telephone.  Members of the Board of Directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications equipment by which all Directors participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 5.7 shall constitute presence in person at such meeting.

                Section 5.8  Quorum.  At meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business.  Only when a quorum is present may the Board of Directors continue to do business at any such meeting.  If a quorum is present, the acts of a majority of Directors in attendance shall be the acts of the Board.

                Section 5.9  Adjournment.  A meeting of the Board of Directors may be adjourned.  Notice of the time and the place of the adjourned meeting and of the business to be transacted thereat, other than by announcement at the meeting at which the adjournment is taken, shall not be necessary.  At an adjourned meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.

                Section 5.10  Manifestation of Dissent.  A Director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a Director who voted in favor of such action.

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                Section 5.11  Action by Consent.  If all of the Directors, severally or collectively, consent in writing to any action taken or to be taken by the corporation and the writing or writings evidencing their consent are filed with the Secretary of the corporation, the action shall be as valid as though it had been authorized at a meeting of the Board of Directors.

                Section 5.12  Committees.  The Board of Directors may from time to time, by majority resolution of the full Board of Directors, appoint from among its members such Committees as the Board may determine.  The members of the Executive Committee, if there is one, may also include the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and such other persons designated by the Board of Directors.  If an Executive Committee is formed, such Committee shall, during the interval between meetings of the Board, advise and aid the Officers of the corporation in all matters in the corporation’s interest and the management of its business and generally perform such duties and exercise such powers as may be directed or delegated by the Board of Directors from time to time.  The Board may delegate to the Executive Committee authority to exercise all powers of the Board, excepting powers which may not be delegated to such Committee under Nevada law, while the Board is not in session.  Vacancies in the membership of any Committee which shall be so appointed by the Board of Directors shall be filled by the Board of Directors at a regular meeting or at a special meeting called for that purpose.  All committees shall keep regular minutes of their proceedings and report the same to the full Board when requested or required.

ARTICLE SIX
OFFICERS

                Section 6.1  Officers.  The Officers of the corporation shall consist of those Officers, if any, as the Board of Directors shall designate from time to time.  Upon such action by the Board of Directors, the officers of the corporation shall include a President, Secretary and Treasurer and may also include a Chairman of the Board, a Vice Chairman of the Board, a Vice President or Vice Presidents, and Assistants to the Vice President, Secretary or Treasurer.  The Officers shall be elected by and shall serve at the pleasure of the Board of Directors.  The same individual may simultaneously hold more than one office in the corporation.  The Board of Directors may designate one or more of the officers with the additional titles of Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Technology Officer, Managing Director or similar title.  The officers so designated shall have those duties incident to the respective designations, in addition to the duties set forth herein.

                Section 6.2  Duties of Officers.  All Officers of the corporation, as between themselves and the corporation, shall have such authority and perform such duties in the management of the corporation as hereinafter provided in these By-laws or as may be determined by action of the Board of Directors to the extent not inconsistent with these By-laws.

                Section 6.3  Chairman of the Board.  The Chairman of the Board shall be a member of the Board of Directors.  He shall, when present, preside at all meetings of the Board of Directors.  He may execute any deeds, mortgages, bonds or other contracts pursuant to authority (which may be general authority) from the Board of Directors, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these By-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of Chairman of the Board and such other duties as may be prescribed by the Board of Directors from time to time.

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                Section 6.4  Vice Chairman of the Board.  The Vice Chairman of the Board, if there is one, shall serve in the place of the Chairman of the Board in the absence of the Chairman.  The Vice Chairman of the Board shall perform such other duties as may be prescribed by the Board of Directors from time to time.

                Section 6.5  President.  The President shall have the responsibility for the general supervision of the day-to-day business affairs of the corporation.  He shall be responsible for the day-to-day administration of the corporation, including general supervision of the implementation of the policies of the corporation, general and active management of the financial affairs of the corporation and may execute certificates for shares of the corporation, deeds, mortgages, bonds or other contracts under the seal of the corporation pursuant to authority (which may be general authority) from the Board of Directors except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these By-laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. He shall preside at all meetings of the Directors and Stockholders (except when there is a separately elected Chairman of the Board) and shall discharge the duties of a presiding officer. He shall present at each annual meeting of the Stockholders a report of the business of the corporation for the preceding fiscal year.  The President shall also perform whatever other duties the Board of Directors may from time to time prescribe.

                Section 6.6  Vice Presidents.  The Vice President or Vice Presidents shall perform such duties and have such powers as the Chairman of the Board or the Board of Directors may from time to time prescribe.  The Board of Directors or the Chairman of the Board may designate the order of seniority of Vice Presidents, in the event there is more than one, and may designate one or more Vice Presidents as Senior Vice Presidents.  The duties and powers of the President shall disburse first to the Senior Vice President or to the Vice Presidents in the order of seniority specified by the Board of Directors or the Chairman of the Board.

                Section 6.7  Secretary.  The Secretary shall (i) keep minutes of all meetings of the Stockholders and Directors, (ii) have charge of the minute books, stock books and seal of the corporation, and (iii) perform such other duties and have such other powers as may, from time to time, be delegated to him by the Board of Directors or Chairman of the Board.

                Section 6.8  Treasurer.  The Treasurer shall:

                                (1)           Funds - Custody and Deposit.  Have charge and custody of, and be responsible for, all funds and securities of the corporation and shall deposit all such funds and other valuable effects in the name and to the credit of the corporation in such depositories as shall be authorized by the Board of Directors.

                                (2)           Funds - Receipt.  Give receipts for all moneys due and payable to the corporation.

                                (3)           Funds - Disbursement.  Disburse the funds of the corporation, keeping proper vouchers for such disbursements.

                                (4)           Maintain Accounts.  Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares.

                                (5)           Other Duties.  Perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors or Chairman of the Board.

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                Section 6.9  Assistant Vice Presidents, Assistant Secretary and Assistant Treasurer.  Assistants to the Vice Presidents, Secretary and Treasurer may be appointed and shall have such duties as shall be delegated to them by the Board of Directors or Chairman of the Board.

                Section 6.10  Delegation of Duties.  In case of the absence of any Officer of the corporation, or for any other reason and for any duration that the Board of Directors may deem advisable, the Board of Directors may delegate the powers or duties, or any of them, of such Officer to any other Officer, or to any Director, provided a majority of the entire Board concurs therein.

                Section 6.11  Removal of Officers.  Any Officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in the judgment of a majority of the members of the Board of Directors, the best interest of the corporation will be served thereby.  The removal of any such Officer shall be without prejudice to the contract rights, if any, of the person so removed; however, the election or appointment of an Officer shall not in and of itself create any contract rights.

                Section 6.12  Vacancies.  When a vacancy occurs in one of the executive offices by death, resignation or otherwise, it shall be filled by the Board of Directors.  The Officer so elected shall hold office until his successor is chosen and qualified.

                Section 6.13  Compensation.  The Board of Directors shall prescribe or fix the salaries, bonuses, pensions, benefits under pension plans and profit sharing plans, stock option plans and all other plans, benefits and compensation to be paid or allowed to or in respect of (i) all Officers and any or all employees of the corporation, including Officers and employees who may also be Directors of the corporation and (ii) the Directors of the corporation, as such.  Directors of the corporation shall not be disqualified from voting on their own or any other person’s plan, benefit or compensation to be paid by the corporation merely because they or such other person is a Director or an Officer or an employee of the corporation.  The Board of Directors may delegate these functions to any Officer not a Director except those determinations involving an Officer or Director.

ARTICLE SEVEN
LIMITATIONS OF OWNERSHIP BY NON-CITIZENS

                Section 7.1  For purposes of this Article VII, the following definitions shall apply:

(a)           “Act” shall mean Subtitle VII of Title 49 of the United States Code, as amended, or as the same may be amended from time to time.

(b)           “Beneficial Ownership”, “Beneficially Owned” or “Owned Beneficially” refers to beneficial ownership as defined in Rule 13d-3 (without regard to the 60-day provision in paragraph (d)(1)(i) thereof) under the Securities Exchange Act of 1934, as amended.

(c)           “Foreign Stock Record” shall have the meaning set forth in Section 7.3.

(d)           “Non-Citizen” shall mean any person or entity who is not a “citizen of the United States” (as defined in Section 40102 of the Act and administrative interpretations issued by the Department of Transportation, its predecessors and successors, from time to time), including any agent, trustee or representative of a Non-Citizen.

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(e)           “Own or Control” or “Owned or Controlled” shall mean (i) ownership of record, (ii) beneficial ownership or (iii) the power to direct, by agreement, agency or in any other manner, the voting of Stock.  Any determination by the Board of Directors as to whether Stock is Owned or Controlled by a Non-Citizen shall be final.

(f)            “Permitted Percentage” shall mean 25% of the voting power of the Stock.

(g)           “Stock” shall mean the outstanding capital stock of the corporation entitled to vote; provided, however, that for the purpose of determining the voting power of Stock that shall at any time constitute the Permitted Percentage, the voting power of Stock outstanding shall not be adjusted downward solely because shares of Stock may not be entitled to vote by reason of any provision of this Article VII.

Section 7.2  It is the policy of the corporation that, consistent with the requirements of the Act, Non-Citizens shall not Own and/or Control more than the Permitted Percentage and, if Non-Citizens nonetheless at any time Own and/or Control more than the Permitted Percentage, the voting rights of the Stock in excess of the Permitted Percentage shall be suspended automatically in accordance with Sections 7.3 and 7.4 below.

Section 7.3  The corporation or any transfer agent designated by it shall maintain a separate stock record (the “Foreign Stock Record”) in which shall be registered Stock known to the corporation to be Owned and/or Controlled by Non-Citizens.  It shall be the duty of each Stockholder to register his, her or its Stock if such Stockholder is a Non-Citizen.  The Foreign Stock Record shall include (i) the name and nationality of each such Non-Citizen and (ii) the date of registration of such shares in the Foreign Stock Record.  In no event shall shares in excess of the Permitted Percentage be entered on the Foreign Stock Record.  In the event the corporation shall determine that Stock registered on the Foreign Stock Record exceeds the Permitted Percentage, sufficient shares shall be removed from the Foreign Stock Record so that the number of shares therein does not exceed the Permitted Percentage.  Stock shall be removed from the Foreign Stock Record in reverse chronological order based upon the date of registration thereon.

Section 7.4  If at any time the number of shares of Stock known to the corporation to be Owned and/or Controlled by Non-Citizens exceeds the Permitted Percentage, the voting rights of Stock Owned and/or Controlled by Non-Citizens and not registered on the Foreign Stock Record at the time of any action of the Stockholders of the corporation shall, without further action by the corporation, be suspended.  Such suspension of voting rights shall automatically terminate upon the earlier of the (i) transfer of such shares to a person or entity who is not a Non-Citizen, or (ii) registration of such shares on the Foreign Stock Record, subject to the last two sentences of Section 7.3.

Section 7.5

A.            The corporation by notice in writing (which may be included in the form of proxy or ballot distributed to Stockholders in connection with the annual meeting or any special meeting of the Stockholders of the corporation, or otherwise) may require a person that is a holder of record of Stock or that the corporation knows to have, or has reasonable cause to believe has, Beneficial Ownership of Stock to certify in such manner as the corporation shall deem appropriate (including by way of execution of any form of proxy or ballot of such person) that, to the knowledge of such person:

(i)all Stock as to which such person has record ownership or Beneficial Ownership is Owned and Controlled only by citizens of the United States; or

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(ii)the number and class or series of Stock owned of record or Beneficially Owned by such person that is Owned and/or Controlled by Non-Citizens is as set forth in such certificate.

B.            With respect to any Stock identified in response to clause A(ii) above, the corporation may require such person to provide such further information as the corporation may reasonably require in order to implement the provisions of this Article VII.

C.            For purposes of applying the provisions of this Article VII with respect to any Stock, in the event of the failure of any person to provide the certificate or other information to which the corporation is entitled pursuant to this Section 7.5, the corporation shall presume that the Stock in question is Owned and/or Controlled by Non-Citizens.

ARTICLE EIGHT
SEAL

                Section 8.1  Seal.  The seal of the corporation shall be in such form as the Board of Directors may, from time to time, determine.  In the event it is inconvenient to use such a seal at any time, the signature of the corporation followed by the words “Corporate Seal” enclosed in parentheses or scroll shall be deemed the seal of the corporation.  The seal shall be in the custody of the Secretary and affixed by him or any Assistant Secretary on the certificates of stock and such other papers as may be directed by law, by these By-laws or by the Chairman of the Board, President or Board of Directors.

ARTICLE NINE
AMENDMENTS

                Section 9.1  Amendments.  These By-laws may be amended at any meeting of the Board of Directors by the affirmative vote of a majority of the Directors except as otherwise provided herein or except as prohibited by law.

ARTICLE TEN
INDEMNIFICATION

                Section 10.1  Definitions.  As used in this Article, the term:

                                A.            “Corporation” means this corporation and includes any domestic or foreign predecessor entity of this Corporation in a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.

                                B.            “Director” means an individual who is or was a Director of the Corporation or an individual who, while a Director of the corporation, is or was serving at the Corporation’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise.  A Director is considered to be serving an employee benefit plan at the Corporation’s request if his duties to the Corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan.  “Director” includes, unless the context requires otherwise, the estate or personal representative of a Director.

                                C.            “Expenses” includes attorneys’ fees.

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                                D.            “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.

                                E.             “Officer” means an individual who is or was an officer of the Corporation or an individual who, while an officer of the Corporation, is or was serving at the Corporation’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise.  An officer is considered to be serving an employee benefit plan at the Corporation’s request if his duties to the Corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan.  “Officer” includes, unless the context requires otherwise, the estate or personal representative of an officer.

                                F.             “Party” includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.

                                G.            “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal but shall include an action or suit by or in the right of the corporation only if such action or suit is to procure a judgment in the corporation’s favor.

                Section 10.2  Basic Indemnification Arrangement.

                                A.            Except as provided in subsections 10.2D and 10.2E below, the Corporation shall indemnify any Officer or Director in the event he is made a party to a proceeding because he is or was a director or officer against liability incurred by him in the proceeding if he acted in good faith and in a manner he believed to be in or not opposed to the best interests of the Corporation and, in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

                                B.            An Officer’s or Director’s conduct with respect to an employee benefit plan for a purpose he believed in good faith to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection 10.2A.

                                C.            The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, be determinative that any Officer or Director did not meet the standard of conduct set forth in subsection 10.2A.

                                D.            The Corporation shall not indemnify any Officer or Director under this Article in connection with a proceeding by or in the right of the Corporation in which such Officer or Director was adjudged liable to the Corporation, unless and only to the extent the court in which the proceeding was brought or other court of competent jurisdiction determines upon application that in view of all circumstances of the case, the Officer or Director is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

                                E.             Indemnification permitted under this Article in connection with a proceeding is limited to liability and expenses actually and reasonably incurred in connection with the proceeding.

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                Section 10.3  Advances for Expenses.

                                A.            The Corporation shall pay for or reimburse the reasonable expenses incurred by an Officer or Director as a party to a proceeding in advance of final disposition of the proceeding if he furnishes the Corporation a written undertaking (meeting the qualifications set forth below in subsection 10.3B), executed personally or on his behalf, to repay any advances if it is ultimately determined that he is not entitled to any indemnification under this Article or otherwise.

                                B.            The undertaking required by subsection 10.3A above must be an unlimited general obligation of such Officer or Director but need not be secured and may be accepted without reference to financial ability to make repayment.

                Section 10.4  Authorization of and Determination of Entitlement to Indemnification.

                                A.            The Corporation shall not indemnify any Officer or Director under Section 10.2 unless a separate determination has been made in the specific case that indemnification of such Officer or Director is permissible in the circumstances because he has met the standard of conduct set forth in subsection 10.2A or unless ordered by a court or advanced pursuant to Subsection 10.3; provided, however, that regardless of the result or absence of any such determination, to the extent that such Officer or Director has been successful, on the merits or otherwise, in the defense of any proceeding to which he was a party, or in defense of any claim, issue or matter therein, because he is or was a Director or Officer, the corporation shall indemnify such Officer or Director against liability incurred by him in connection therewith.

                                B.            The determination referred to in subsection 10.4A above shall be made, at the election of the Board of Directors:

              1.             By the Board of Directors of the Corporation by majority vote of a quorum consisting of Directors not at the time parties to the proceeding;

              2.             By special independent legal counsel:

                                                                                                                                                    ;                (a)  selected by the Board of Directors in the manner prescribed in subparagraph 1 immediately above; or

                                                                                                                                                    ;                (b)  if a quorum of the Board of Directors cannot be obtained under subparagraph 1 immediately above, selected by a majority vote of the full Board of Directors (in which selection Directors who are parties may participate); or

              3.             By the Stockholders provided that shares owned by or voted under the control of Directors or Officers who are at the time parties to the proceeding may not be voted on the determination.

                                C.            Evaluation as to reasonableness of expenses of an Officer or Director in the specific case shall be made in the same manner as the determination that indemnification is permissible, as described in subsection 10.4B above, except that if the determination is made by special legal counsel, evaluation as to reasonableness of expenses shall be made by those entitled under subsection 10.4B2 to select counsel.

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                Section 10.5  Limitations on Indemnification of Officers and Directors.  Nothing in this Article shall require or permit indemnification of an Officer or Director for any liability if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of law and was material to the cause of action.

                Section 10.6  Witness Fees.  Nothing in this Article shall limit the Corporation’s power to pay or reimburse expenses incurred by an Officer or Director in connection with his appearance as a witness in a proceeding at a time when he has not been made a named defendant or respondent in the proceeding.

                Section 10.7  Non-exclusivity, Etc.  The rights of an Officer or Director hereunder shall be in addition to any other rights with respect to indemnification, advancement of expenses or otherwise that such Officer or Director may have under the Corporation’s By-laws or the Nevada Revised Statutes or otherwise.

                Section 10.8  Intent.  It is the intention of this Corporation that this Article of the By-laws of this Corporation and the indemnification hereunder shall extend to the maximum indemnification possible under the laws of the State of Nevada and if one or more words, phrases, clauses, sentences or sections of this Article should be held unenforceable for any reason, all of the remaining portions of this Article shall remain in full force and effect.

ARTICLE ELEVEN
DEALINGS

                Section 11.1  Related Transactions.  No contract or other transaction between this corporation and any other firm, association or corporation shall be affected or invalidated by the fact that any of the members of the Board of Directors of this corporation are interested in or are members, Stockholders, governors or directors of such firm, association or corporation; and no contract, act or transaction of this corporation with any individual firm, association or corporation shall be affected or invalidated by the fact that any of the members of the Board of Directors of this corporation are parties to or interested in such contract, act or transaction or are in any way connected with such individual, firm, association or corporation.  Each and every individual who may become a member of the Board of Directors of this corporation is hereby relieved from any liability that might otherwise exist from contracting with this corporation for the benefit of himself or herself or any firm, association or corporation in which he or she may in any way be interested.  Notwithstanding the above, the provisions of this Section 11.1 shall be applicable only in the absence of fraud and only where the interest in such transaction of an interested party has been disclosed and the interested party, if a Director, has abstained from a vote thereon.

ARTICLE TWELVE

DIVIDENDS AND RESERVES

                Section 12.1  Dividends.  The Board of Directors of the corporation may from time to time declare, and in such event the corporation shall pay, dividends on the corporation’s outstanding shares in cash, property or the corporation’s own shares, except when the corporation is insolvent or when the declaration or payment thereof would be contrary to any restrictions contained in the Articles of Incorporation or any applicable law, subject to the following:

                                A.            Dividends may be declared and paid in the corporation’s own shares out of any treasury shares that have been reacquired by the corporation.

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                                B.            Dividends may be declared and paid in the corporation’s own authorized but unissued shares, provided that such shares shall be issued at not less than the par value thereof and there shall be transferred to stated capital at the time such dividend is paid an amount at least equal to the aggregate par value of the shares to be issued as a dividend.

                                C.            The corporation shall have the use of any cash or property declared as a dividend that is unclaimed until the time it escheats to the applicable jurisdiction.  Any stock declared as a dividend or unclaimed shall be voted by the Board of Directors.

                Section 12.2  Reserves.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Directors, from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies or for equalizing dividends or for repairing or maintaining any property of the corporation or for such other purpose as the Directors shall think conducive to the interest of the corporation, and the Directors may modify or abolish any such reserve in the manner by which it was created.

ARTICLE THIRTEEN
CORPORATE BOOKS AND RECORDS

                Section 13.1  Minutes of Corporate Meetings.  The corporation shall keep at its principal office, or such other place as the Board of Directors may order, a book of minutes of all meetings of its Directors and of its Stockholders, with the time and place of holding, whether annual, regular or special, and, if special, how authorized, the notice thereof given, the names of those present at Directors’ meetings, the number of shares present or represented at Stockholders’ meetings and the proceedings thereof.

                Section 13.2  Share Register.  The corporation shall keep at the principal office, or at the office of the transfer agent, a share register showing the names of the Stockholders and their addresses, the number of shares held by each and the number and date of cancellation of every certificate surrendered for cancellation.  The above specified information may be kept by the corporation on punch cards, magnetic tape or other information storage device related to electronic data processing equipment provided that such card, tape or other equipment is capable of reproducing the information in clearly legible form.

ARTICLE FOURTEEN
GENERAL PROVISIONS

                Section 14.1  Fiscal Year.  The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

                Section 14.2  Authority for Execution of Contracts and Instruments.  The Board of Directors, except as otherwise provided in these By-laws, may authorize any Officer or Officers, agent or agents to enter into any contract or execute and delivery any instrument in the name and on behalf of the corporation, and such authority may be general or confined to specified instances; and, unless so authorized, no Officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.

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                Section 14.3  Signing of Checks, Drafts, Etc.  All checks, drafts or other order for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the corporation shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.

AS ADOPTED BY THE DIRECTORS OF THE CORPORATION ON MAY 1, 2006.

AS AMENDED BY THE BOARD OF DIRECTORS OF THE CORPORATION ON OCTOBER 17, 2007.

AS AMENDED BY THE BOARD OF DIRECTORS OF THE CORPORATION ON APRIL 24, 2008.

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EX-31.1

Exhibit 31.1

Certifications

I, Maurice J. Gallagher, Jr., President and Principal Executive Officer of Allegiant Travel Company, certify that:

1.             I have reviewed this Quarterly Report on Form 10-Q of Allegiant Travel Company;

2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.             The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.             Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.             Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.             Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.             Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.             The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)             All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)            Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2008	/s/ Maurice J. Gallagher, Jr.
	Title: Principal Executive Officer

EX-31.2

Exhibit 31.2

Certifications

I, Andrew C. Levy, Chief Financial Officer and Principal Financial Officer of Allegiant Travel Company, certify that:

1.             I have reviewed this Quarterly Report on Form 10-Q of Allegiant Travel Company;

2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.             The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.             Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.             Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.             Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.             Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.             The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)             All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)            Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2008	/s/ Andrew C. Levy
	Title: Principal Financial Officer

EX-32

Exhibit 32

Allegiant Travel Company Certification under Section 906 of the Sarbanes/Oxley Act - filed as an exhibit to 10-Q for
Quarter Ended March 31, 2008

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Allegiant Travel Company (the “Company”) on Form 10-Q for the period ended March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Maurice J. Gallagher, Jr., Chief Executive Officer of the Company, and Andrew C. Levy, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:

1.             The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.             The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Maurice J. Gallagher, Jr.	/s/ Andrew C. Levy
Maurice J. Gallagher, Jr.	Andrew C. Levy
Principal Executive Officer	Principal Financial Officer
May 9, 2008	May 9, 2008

The foregoing Certification shall not be deemed incorporated by reference by any general statement incorporating by reference this report into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such Acts.