Quarterly Report

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 September 30, 2007

		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.)

3301 N. Buffalo Drive, Suite B-9
Las Vegas, Nevada		89129
(Address of Principal Executive Offices)		(Zip Code)

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

(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, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one).
Large accelerated filer o Accelerated filer o Non-accelerated filer x

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 November 13, 2007 was 20,761,206.

Allegiant Travel Company

Form 10-Q

September 30, 2007

INDEX

PART I. FINANCIAL INFORMATION

ITEM 1. Unaudited Condensed Consolidated Financial Statements

	· Condensed Consolidated Balance Sheets as of September 30, 2007 (unaudited) and December 31, 2006

	· Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2007 and 2006 (unaudited)

	· Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2007 and 2006 (unaudited)

	· Notes to Condensed Consolidated Financial Statements (unaudited)

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

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

ITEM 4. Controls and Procedures

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

ITEM 1A. Risk Factors

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

ITEM 6. Exhibits

PART 1. FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

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

	September 30,			December 31,
	2007			2006
	(unaudited)

Current assets:
Cash and cash equivalents	$	165,808		$	130,273
Restricted cash	13,007			8,639
Short-term investments	6,904			5,808
Accounts receivable, net of allowance for doubtful accounts of $- at September 30, 2007 and December 31, 2006	9,986			5,750
Receivable from related parties attributable to tax distribution estimates	—			1,577
Expendable parts, supplies and fuel, net of allowance for obsolescence of $91 and $56 at September 30, 2007 and December 31, 2006 respectively	10,063			3,747
Prepaid expenses	11,075			8,162
Deferred income taxes	—			237
Other current assets	2,226			4,463
Total current assets	219,069			168,656
Property and equipment, net	159,215			131,214
Restricted cash, net of current portion	—			2,570
Investment in and advances to joint venture	2,843			—
Deposits and other assets	8,374			3,286
Total Assets	$	389,501		$	305,726

Current liabilities:
Current maturities of notes payable	$	10,089		$	9,869
Current maturities of capital lease obligations	6,122			4,128
Current maturities of notes payable to related party	—			891
Accounts payable	19,045			17,409
Accrued liabilities	7,827			10,248
Air traffic liability	76,738			45,277
Deferred income taxes	300			—
Total current liabilities	120,121			87,822
Non-current liabilities:
Notes payable, net of current maturities	29,193			36,737
Capital lease obligations, net of current maturities	23,668			21,140
Deferred income taxes	10,842			6,556
Total Liabilities	183,824			152,255
Stockholders’ Equity:
Common stock, par value $.001, 100,000,000 shares authorized, 20,738,640 shares issued and outstanding as of September 30, 2007 and 19,795,933 shares issued and outstanding as of December 31, 2006	21			20
Additional paid in capital	160,005			134,359
Accumulated other comprehensive (loss) income	(87		)	4
Retained earnings	45,738			19,088
Total Stockholders’ Equity	205,677			153,471
Total Liabilities and Stockholders’ Equity	$	389,501		$	305,726

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

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

	Three months ended September 30,						Nine months ended September 30,
	2007			2006			2007			2006

OPERATING REVENUE:
Scheduled service revenue	$	62,274		$	44,220		$	186,127		$	131,729
Fixed fee contract revenue	7,359			8,073			28,240			27,246
Ancillary revenue	15,989			8,618			44,545			21,239
Other revenue	705			—			705			—
Total operating revenue	86,327			60,911			259,617			180,214
OPERATING EXPENSES:
Aircraft fuel	36,628			26,779			103,265			77,661
Salary and benefits	12,693			8,873			36,063			24,901
Station operations	8,186			6,325			25,019			18,674
Maintenance and repairs	5,933			6,757			18,152			14,234
Sales and marketing	3,310			2,202			9,375			6,955
Aircraft lease rentals	817			1,103			2,125			4,277
Depreciation and amortization	4,238			2,854			11,613			7,599
Other	4,979			3,127			16,003			10,730
Total operating expenses	76,784			58,020			221,615			165,031
OPERATING INCOME	9,543			2,891			38,002			15,183

OTHER (INCOME) EXPENSE:
(Gain) loss on fuel derivatives, net	(348		)	3,505			(2,252		)	2,927
Earnings from joint venture, net	(35		)	—			(297		)	—
Other expense	—			—			63			—
Interest income	(2,542		)	(734		)	(6,835		)	(2,043		)
Interest expense	1,368			1,369			4,137			3,970
Total other (income) expense	(1,557		)	4,140			(5,184		)	4,854
INCOME (LOSS) BEFORE INCOME TAXES	11,100			(1,249		)	43,186			10,329
PROVISION FOR INCOME TAXES	4,085			—			16,448			43
NET INCOME (LOSS)	$	7,015		$	(1,249	)	$	26,738		$	10,286
Earnings Per Share:
Basic	$	0.34		$	(0.19	)	$	1.33		$	1.60
Diluted	$	0.34		$	(0.19	)	$	1.30		$	0.62
Unaudited net income (loss) per share data (1):
Basic pro-forma net income (loss) per share				$	(0.13	)				$	1.01
Diluted pro-forma net income (loss) per share				$	(0.13	)				$	0.39
Weighted average shares outstanding:
Basic	20,472			6,433			20,106			6,433
Diluted	20,783			6,433			20,491			16,703

(1) Prior to its December 2006 initial public offering, the Company was organized as a limited liability company (LLC) and as such was generally not subject to income taxes, except in certain state and local jurisdictions. The pro-forma net income (loss) per share reflects income taxes as if the Company were organized as a corporation effective January 1, 2006.

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

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

	Nine months ended September 30,
	2007			2006

OPERATING ACTIVITIES:
Net income	$	26,738		$	10,286

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	11,613			7,599
(Loss) gain on aircraft and other equipment disposals	(79		)	2
Provision for obsolescence of expendable parts, supplies and fuel	39			111
Deferred issuance cost amortization	—			381
Warrant amortization	—			93
Stock compensation expense	704			260
Deferred income taxes	4,802			—
Excess tax benefits from stock option exercises	(1,958		)	—
Changes in certain assets and liabilities:
Restricted cash	(1,798		)	(3,228		)
Accounts receivable	(4,236		)	828
Receivable from related parties	1,489			—
Expendable parts, supplies and fuel	(6,355		)	(1,365		)
Prepaid expenses	(2,913		)	808
Other current assets	2,237			(2,397		)
Accounts payable	3,594			663
Accrued liabilities	(2,421		)	2,637
Air traffic liability	31,461			7,378
Refundable deposits	—			250
Net cash provided by operating activities	62,917			24,306
INVESTING ACTIVITIES:
Purchase of short-term investments	(6,904		)	(35,829		)
Maturities of short-term investments	5,717			35,140
Purchase of property and equipment	(32,340		)	(20,083		)
Proceeds from sale of property and equipment	531			—
Investment in joint venture, net	(2,843		)	—
(Increase) decrease in lease and equipment deposits	(5,088		)	170
Net cash used by investing activities	(40,927		)	(20,602		)
FINANCING ACTIVITIES:
Distributions to members	—			(4,971		)
Excess tax benefits from stock option exercises	1,958			—
Proceeds from exercise of stock options	741			—
Proceeds from issuance of common stock, net	22,265			—
Principal payments on notes payable	(7,324		)	(5,060		)
Principal payments on related party notes payable	(891		)	(845		)
Principal payments on capital lease obligations	(3,204		)	(2,232		)
Net cash provided by (used in) by financing activities	13,545			(13,108		)
Net change in cash and cash equivalents	35,535			(9,404		)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	130,273			21,259
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	165,808		$	11,855
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash payment for interest, net of capitalized interest	$	2,601		$	3,022
Cash payment for taxes	$	12,843		$	43
Note payable issued for aircraft and equipment	$	—		$	10,602
Acquisition of aircraft under capital lease	$	7,726		$	—

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

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, AFH, Inc., and its 50% owned subsidiary, SFB Fueling LLC. All intercompany balances and transactions have been eliminated.

On December 13, 2006, the Company completed the initial public offering of its common stock. The Company issued 5,750,000 shares at $18.00 per share resulting in net proceeds of approximately $94,500. Prior to the completion of its initial public offering in December 2006, the Company converted from a Nevada limited liability company to a Nevada corporation. In connection with the conversion, its common shares and preferred shares were exchanged for shares of its common stock pursuant to the terms of a merger agreement with Allegiant Travel Company, LLC. The reorganization did not affect its operations, which it continued to conduct through its operating subsidiaries.

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, 2006, 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.

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 will be effective for the Company on January 1, 2008. The Company is currently evaluating the impact adoption of SFAS 157 may have on its consolidated financial statements.

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 Company is currently evaluating the impact adoption of SFAS 159 may have on its consolidated financial statements.

Note 3 – Stock-Based Compensation

Effective January 1, 2006, the Company adopted the provisions of SFAS No. 123(R), Share-Based Payments , requiring the compensation cost relating to share-based payment transactions to be recognized in the statement of operations. The cost is measured at the grant date, based on the calculated fair value of the award using the Black-Scholes-Merton option pricing model, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity award).

Note 4 – Income Taxes

For the three and nine months ended September 30, 2007, 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 is no significant accrued interest at September 30, 2007. No penalties were accrued at September 30, 2007.

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 5 – Stockholders’ Equity

On December 13, 2006, simultaneously with the Company’s initial public offering, certain of the Company’s shareholders sold 1,750,000 shares of common stock to Par Investment Partners, L.P. (“PAR”). At that time, the Company agreed to register the shares purchased by PAR for resale. A registration statement for these shares was declared effective on April 26, 2007.

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.

Note 6 – Earnings Per Share

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

	Three months ended September 30,					Nine months ended September 30,
	2007		2006			2007		2006
Numerator:
Net income (loss)	$	7,015	$	(1,249	)	$	26,738	$	10,286
Denominator:
Weighted-average shares outstanding	20,471,870		6,433,333			20,106,157		6,433,333
Weighted-average effect of dilutive securities:
Redeemable convertible preferred shares	—		—			—		9,885,000
Employee stock options	122,784		—			195,082		274,301
Stock purchase warrants	139,157		—			139,823		110,726
Restricted stock	49,000		—			49,521		—
Adjusted weighted-average shares outstanding, diluted	20,782,811		6,433,333			20,490,583		16,703,360
Net income (loss) per share, basic	$	0.34	$	(0.19	)	$	1.33	$	1.60
Net income (loss) per share, diluted	$	0.34	$	(0.19	)	$	1.30	$	0.62

Note 7 – Long-Term Debt

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

	As of September 30,			As of December 31,
	2007			2006

Notes payable, secured by aircraft, interest at 8%, due at varying dates through December 2010	$	17,032		$	20,736
Notes payable, secured by aircraft, interest at 8.5%, due November 2011	14,685			16,332
Notes payable, secured by aircraft, interest at 8%, due June 2011	6,444			7,517
Note payable, secured by aircraft, interest at 9%, due July 2008	1,055			1,939
Note payable to related party, secured by various assets, interest at 8%	—			891
Other notes payable	66			82
Capital lease obligations	29,790			25,268
Total long-term debt	69,072			72,765
Less current maturities	(16,211		)	(14,888		)
Long-term debt, net of current maturities	$	52,861		$	57,877

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 47.7% and 46.2% of the Company’s operating expenses for the three months ended September 30, 2007 and 2006, respectively. For the nine months ended September 30, 2007 and 2006, aircraft fuel represented approximately 46.6% and 47.1%, respectively, of the Company’s operating expenses. The Company endeavors to acquire jet fuel at the lowest possible cost. To manage a portion of the aircraft fuel price risk, the Company uses jet fuel and heating oil option contracts or swap agreements. The Company does not purchase or hold 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 gains of $348 and losses of $3,505 for the three months ended September 30, 2007 and 2006, respectively, and gains of $2,252 and losses of $2,927 for the nine months ended September 30, 2007 and 2006, respectively, were recorded as a “(Gain) loss on fuel derivatives, net” within Other income (expense) in the accompanying condensed consolidated statements of operations. 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. The fair value of hedge contracts amounted to $423 and ($1,622) as of September 30, 2007 and December 31, 2006, respectively, and was recorded in “Other current assets” or “Accrued liabilities” in the accompanying condensed consolidated balance sheets.

As of September 30, 2007, the Company had derivative instruments on approximately 9.0% of its projected fuel consumption for the remainder of 2007.

Note 9 – Commitments and Contingencies

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 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. AFH, Inc.’s proportionate allocation of earnings from this joint venture is reported in the Company’s condensed consolidated statements of operations in Other income (expense).

The National Transportation Safety Board has not yet released its report on its investigation of the nose landing gear failure the Company had at the Orlando Sanford International Airport in March 2007. Although no claims relating to this event have been made against the Company to date, it could be subject to claims in the future. The Company believes any such claims would be covered by its insurance policies in effect.

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 November 2007, the Company entered into an agreement for the purchase of four MD-88 aircraft with seller financing for delivery through the first quarter of 2008. The closings are subject to customary conditions.

In October 2007, the Company entered into a forward purchase agreement for two MD-82 aircraft currently operated by the Company under an operating lease. The purchases are expected to be effective in July 2008 and are subject to customary closing conditions. In addition, the Company purchased one engine and one MD-83 aircraft during October with the purchase price paid in cash.

In October 2007, the Company entered into an Air Transportation Charter Agreement with a subsidiary of Harrah’s Entertainment. The Company is to provide charter services for Harrah’s to and from Tunica, Mississippi, Gulfport/Biloxi, Mississippi, New Orleans, Louisiana, Shreveport, Lousiana, St. Louis, Missouri and Council Bluffs, Iowa. The Company will devote two of its aircraft to the operations under the Agreement and Harrah’s will guarantee a minimum amount of flying during the two-year term of the Agreement. Service under the Agreement will begin in January 2008.

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 and nine month periods ending September 30, 2007 and 2006. Also discussed is our financial position as of September 30, 2007 and December 31, 2006. 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, 2006. 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 world-class 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.

We provide service primarily to Las Vegas (Nevada), Orlando (Florida), and Tampa/St. Petersburg (Florida), three of the largest and most popular leisure destinations in the United States. In addition, in October 2007, we began service to Phoenix-Mesa (Arizona) and will commence service in November 2007 to Ft. Lauderdale (Florida), two other 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. which 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 ad-hoc basis.

Our Fleet :

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

	September 30, 2007			December 31, 2006			September 30, 2006
	Own(a)	Lease	Total	Own(a)	Lease	Total	Own(a)	Lease	Total
MD82/83s	22	4	26	22	0	22	16	3	19
MD87s	3	0	3	0	2	2	0	2	2
Total	25	4	29	22	2	24	16	5	21

(a) Aircraft owned includes five aircraft subject to capital leases.

Our Markets :

Our scheduled service consists of limited frequency nonstop flights into world-class leisure destinations from small cities. As of September 30, 2007, we offered scheduled service from 53 small cities primarily into Las Vegas, 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 September 30, 2007	As of December 31, 2006
Destinations	3	3
Small Cities	53	47

Results of Operations

Comparison of three months ended September 30, 2007 to three months ended September 30, 2006

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

	Three Months Ended September 30,
	2007		2006
Total operating revenue	100.0	%	100.0	%
Operating expenses:
Aircraft fuel	42.4		44.0
Salary and benefits	14.7		14.6
Station operations	9.5		10.4
Maintenance and repairs	6.9		11.1
Sales and marketing	3.8		3.6
Aircraft lease rentals	0.9		1.8
Depreciation and amortization	4.9		4.7
Other	5.8		5.1
Total operating expenses	88.9	%	95.3	%

We recorded total operating revenue of $86.3 million, income from operations of $9.5 million and net income of $7.0 million for third quarter of 2007. By comparison, for the same period in 2006, we recorded total operating revenue of $60.9 million, income from operations of $2.9 million and net loss of $1.2 million.

As of September 30, 2007, we had a fleet of 29 aircraft in service, compared with a fleet of 21 aircraft in service as of September 30, 2006. The growth of our fleet enabled a 31.0% increase in available seat miles (“ASMs”) for third quarter 2007 compared to the same period in 2006 as departures increased by 36.0% and average stage length decreased by 3.6%.

Substantially all of our ASM growth in the third quarter of 2007 compared to the same period of 2006 was in scheduled service which represented 89.5% of total ASMs in third quarter of 2007 compared to 86.7% in the same period of 2006. Scheduled service ASMs increased 35.2% while other flying (including fixed fee and non-revenue) ASMs increased 4.0% .

Operating Revenue

Our operating revenue increased 41.7%, or $25.4 million, to $86.3 million in third quarter 2007 from $60.9 million in the same period of 2006. This was driven by a 41.2% increase in revenue passenger miles (“RPMs”) and a 8.1% increase in revenue per ASM (“RASM”). In addition, we generated other revenue of $0.7 million from lease revenue related to the purchase of eight engines in the third quarter on lease to another operator. The engines were returned to us after the end of the quarter and we currently project no further lease revenue beyond October.

Scheduled service revenues . Scheduled service revenues increased 40.8%, or $18.1 million, to $62.3 million in third quarter 2007 from $44.2 million in the same period of 2006 due to a 45.6% increase in scheduled service RPMs. Yield declined 3.3% year-over-year in the third quarter of 2007 due to the dilutive effect of introductory pricing on new routes offset in part by a 6.5% shorter scheduled stage length. During the third quarter 2007, we started four new routes to Las Vegas. The decrease in average stage length coupled with an increase in load factor of 6.2 percentage points resulted in a 4.2% year-over-year increase in scheduled service RASM from 7.32¢ to 7.63¢.

Fixed fee contract revenues . Fixed fee contract revenues were $7.4 million in third quarter 2007 compared to $8.1 million in the same period of 2006. The decrease of 8.8% for the third quarter 2007 compared to the same period in 2006 is primarily a result of a short term contract that ended in August 2006.

Ancillary revenue. Ancillary revenue increased 85.5% to $16.0 million in third quarter 2007 up from $8.6 million in the same period of 2006. The increase in ancillary revenue was due to a 56.6% increase in scheduled service passengers and a 18.5% increase in ancillary revenue per passenger from $17.99 to $21.31 due primarily to the sale of new products.

Operating Expenses

Our operating expenses increased by 32.3%, or $18.8 million, to $76.8 million in third quarter 2007 up from $58.0 million during the same period in 2006.

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.

	Three Months Ended September 30,				Percentage
	2007		2006		Change
Aircraft fuel	4.01	¢	3.85	¢	4.2	%
Salary and benefits	1.39		1.27		9.5
Station operations	0.90		0.91		(1.1	)
Maintenance and repairs	0.65		0.97		(33.0	)
Sales and marketing	0.36		0.32		12.5
Aircraft lease rentals	0.09		0.16		(43.8	)
Depreciation and amortization	0.46		0.41		12.2
Other	0.55		0.45		22.2
Operating CASM	8.41	¢	8.33	¢	1.0	%
Operating CASM, excluding fuel	4.40	¢	4.49	¢	(2.0	)%

Aircraft fuel expense . Aircraft fuel expense increased 36.8%, or $9.9 million, to $36.6 million in third quarter 2007 up from $26.8 million in the same period of 2006. This change was due to a 35.1% increase in gallons consumed and a 1.3% increase in the average cost per gallon to $2.32 per gallon during third quarter 2007 compared to $2.29 in the same period of 2006.

Salary and benefits expense . Salary and benefits expense increased 43.1% to $12.7 million in third quarter 2007 up from $8.9 million in the same period of 2006. This increase is largely attributable to a 31.5% increase in full-time equivalent employees to support our system growth. We employed 1,035 full-time equivalent employees as of September 30, 2007, compared to 787 full-time equivalent employees as of September 30, 2006.

Station operations expense . Station operations expense increased 29.4%, or $1.9 million, to $8.2 million in third quarter 2007 compared to $6.3 million in the same period of 2006. The percentage increase in station operations expense lagged the 36.0% increase in departures as station expense per departure decreased by 4.8%. Reduced station expense per departure is consistent with a reduced proportion of fixed-fee flying, as scheduled service station expense per departure is typically lower than fixed fee flying.

Maintenance and repairs expense . Maintenance and repairs expense decreased by 12.2%, or $0.8 million, to $5.9 million in third quarter 2007 down from $6.8 million in the same period of 2006. The decrease is largely attributable to having no unplanned engine overhauls during the third quarter of 2007 compared with two engine overhauls in the third quarter 2006. In addition, there were heavy maintenance checks on five aircraft in third quarter of 2007 compared to six heavy maintenance checks in the same period of 2006. Maintenance and repairs CASM decreased 33.0%, due to the lower expense in 2007 and the growth in ASMs. The timing of maintenance events may cause our maintenance and repairs expense to vary significantly from period to period.

Sales and marketing expense . Sales and marketing expense increased 50.3%, or $1.1 million, to $3.3 million in third quarter 2007 compared to $2.2 million in the same period of 2006. This resulted in an increase on a CASM basis of 12.5%. This increase is primarily due to an increase in advertising and credit card discount fees associated with the 40.8% increase in scheduled service revenue in third quarter 2007 compared to the same period in 2006.

Aircraft lease rentals expense . Aircraft lease rentals expense decreased by 25.9% to $0.8 million in the third quarter of 2007 down from $1.1 million in the same period of 2006 primarily due to an increase in the percentage of owned versus leased aircraft. Of the 32 aircraft that had been delivered to us as of September 30, 2007, four aircraft are subject to operating leases, whereas five aircraft were subject to operating leases as of September 30, 2006.

Depreciation and amortization expense . Depreciation and amortization expense was $4.2 million in third quarter 2007 compared to $2.9 million in the same period of 2006, an increase of 48.5% as the number of in-service aircraft owned or subject to capital lease increased from 16 as of September 30, 2006 to 25 as of September 30, 2007.

Other expense . Other expense increased by 59.2% to $5.0 million in third quarter 2007 compared to $3.1 million in same period of 2006 primarily due to growth and the additional administrative requirements resulting from being a public company.

Other (Income) Expense

Other (income) expense increased from a net other expense amount of $4.1 million in third quarter 2006 to a net other income amount of $1.6 million in the same period of 2007. This change is primarily attributable to two factors: (1) a net loss on fuel derivatives of $3.5 million in the third quarter 2006 compared to a net gain on fuel derivatives of $0.3 million in the same period of 2007 and (2) an increase in interest income from $0.7 million in third quarter 2006 to $2.5 million in the same period of 2007 as a result of increased cash balances.

Income Tax Expense

Income tax expense for the third quarter of 2007 was $4.1 million as our effective income tax rate for the period was approximately 36.8%. Prior to our reorganization into a corporation at the time of our initial public offering on December 13, 2006, we operated as an LLC and we did not pay corporate federal income tax at the entity level and therefore, we did not incur any federal income tax for the third quarter of 2006.

Comparison of nine months ended September 30, 2007 to nine months ended September 30, 2006

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

	Nine Months Ended September 30,
	2007		2006
Total operating revenue	100.0	%	100.0	%
Operating expenses:
Aircraft fuel	39.8		43.1
Salary and benefits	13.9		13.8
Station operations	9.6		10.4
Maintenance and repairs	7.0		7.9
Sales and marketing	3.6		3.9
Aircraft lease rentals	0.8		2.4
Depreciation and amortization	4.5		4.2
Other	6.2		6.0
Total operating expenses	85.4	%	91.6	%

We recorded total operating revenue of $259.6 million, income from operations of $38.0 million and net income of $26.7 million for the first nine months of 2007. By comparison, for the same period in 2006, we recorded total operating revenue of $180.2 million, income from operations of $15.2 million and net income of $10.3 million.

As of September 30, 2007, we had a fleet of 29 aircraft in service, compared with a fleet of 21 aircraft in service as of September 30, 2006. The growth of our fleet enabled a 29.8% increase in ASMs for the first nine months of 2007 compared to the same period in 2006 as departures increased by 40.8% and average stage length decreased by 7.8%.

Compared to the first nine months of 2006, scheduled service ASMs increased by 33.2% in the first nine months of 2007 and other flying (including fixed fee and non-revenue) increased 10.1%.

Operating Revenue

Our operating revenue increased 44.1%, or $79.4 million, to $259.6 million in the first nine months of 2007 from $180.2 million in the same period of 2006. This was driven by a 35.6% increase in RPMs and a 10.9% increase in RASM.

Scheduled service revenue . Scheduled service revenues increased 41.3%, or $54.4 million, to $186.1 million in the first nine months of 2007 from $131.7 million in the same period of 2006 due to a 38.4% increase in scheduled service RPMs. Yield increased 2.0% from 8.88¢ for the first nine months of 2006 to 9.06¢ for the same period of 2007, due to a 10.4% shorter scheduled stage length offset by the dilutive effect of introductory pricing on new routes. During the first nine months of 2007, we started 12 new routes to Las Vegas, six new routes to Orlando, four new routes to Tampa/St. Petersburg and two other new routes. The decrease in average stage length coupled with an increase in load factor of 3.1 percentage points resulted in a 6.1% year-over-year increase in scheduled service RASM from 7.23¢ to 7.67¢.

Fixed fee contract revenue . Fixed fee contract revenues increased 3.7% to $28.2 million in the first nine months of 2007 up from $27.2 million for the same period of the prior year. Fixed fee revenues increased principally because of increased flying for Harrah’s during the first nine months of 2007.

Ancillary revenue . Ancillary revenues increased 109.7% to $44.5 million in the first nine months of 2007 up from $21.2 million in the same period of 2006. The increase in ancillary revenue was due to a 54.5% increase in scheduled service passengers and a 35.7% increase in ancillary revenue per passenger from $15.08 to $20.46 due primarily to the sale of several new products.

Operating Expenses

Our operating expenses increased by 34.3%, or $56.6 million, to $221.6 million in the first nine months of 2007 up from $165.0 million during the same period in 2006.

The following table presents our unit costs, CASM, for the indicated periods:

	Nine Months Ended September 30,				Percentage
	2007		2006		Change
Aircraft fuel	3.72	¢	3.64	¢	2.2	%
Salary and benefits	1.30		1.17		11.1
Station operations	0.90		0.86		4.7
Maintenance and repairs	0.65		0.67		(3.0	)
Sales and marketing	0.34		0.33		3.0
Aircraft lease rentals	0.08		0.20		(60.0	)
Depreciation and amortization	0.42		0.36		16.7
Other	0.58		0.50		16.0
Operating CASM	7.99	¢	7.73	¢	3.4	%
Operating CASM, excluding fuel	4.27	¢	4.09	¢	4.4	%

Aircraft fuel expense Aircraft fuel expense increased 33.0%, or $25.6 million, to $103.3 million in the first nine months of 2007 up from $77.7 million in the same period of 2006. This change was primarily due to a 33.3% increase in gallons consumed. The average cost per gallon was $2.17 per gallon during the first nine months of 2007 compared to $2.18 in the same period of 2006.

Salary and benefits expense . Salary and benefits expense increased 44.8% to $36.1 million in the first nine months of 2007 up from $24.9 million in the same period of 2006. This increase is largely attributable to a 31.5% increase in full-time equivalent employees to support our growth along with a wage scale increase for flight operations employees granted during the fourth quarter of 2006. We employed 1,035 full-time equivalent employees as of September 30, 2007, compared to 787 full-time equivalent employees as of September 30, 2006.

Station operations expense . Station operations expense increased 34.0%, or $6.3 million, to $25.0 million in the first nine months of 2007 compared to $18.7 million in the same period of 2006. The percentage increase in station operations expense lagged the 40.8% increase in departures as station expense per departure decreased by 4.9%. However, the decrease in year-over-year average stage length resulted in year-over-year station operations expenses increasing by 4.7% on a CASM basis.

Maintenance and repairs expense . Maintenance and repairs expense increased by 27.5%, or $3.9 million, to $18.2 million in the first nine months of 2007 up from $14.2 million in the same period of 2006. This increase resulted from an increase in normal routine maintenance expenditures from growth of our fleet as we had one planned heavy engine overhaul performed during the first nine months of 2006 compared to two planned heavy engine overhauls performed during the same period of 2007. Additionally, the maintenance and repairs expense for the first nine months of 2007 included a $0.3 million deductible for a gear-up landing during the first quarter at Orlando Sanford International Airport. Maintenance and repairs CASM declined 3.0% as certain maintenance expenses were spread over a larger base of ASMs.

Sales and marketing expense . Sales and marketing expense increased 34.8%, or $2.4 million, to $9.4 million in the first nine months of 2007 compared to $7.0 million in the same period of 2006. On a CASM basis, sales and marketing expense remained relatively constant from the first nine months of 2006.

Aircraft lease rentals expense . Aircraft lease rentals expense decreased by 50.3% to $2.1 million in the first nine months of 2007 down from $4.3 million in the same period of 2006 primarily due to an increase in the percentage of owned versus leased aircraft.

Depreciation and amortization expense . Depreciation and amortization expense was $11.6 million in the first nine months of 2007 compared to $7.6 million in the same period of 2006, an increase of 52.8% as the number of in-service aircraft owned or subject to capital leases increased from 16 as of September 30, 2006 to 25 as of September 30, 2007.

Other expense . Other expense increased by 49.1% to $16.0 million in the first nine months of 2007 compared to $10.7 million in same period of 2006 primarily due to growth and the additional administrative requirements resulting from being a public company.

Other (Income) Expense

Other (income) expense increased from a net other expense amount of $4.9 million in the first nine months of 2006 to a net other income amount of $5.2 million in the same period of 2007. This change is primarily attributable to two factors: (1) a loss on fuel derivatives of $2.9 million in the first nine months of 2006 compared to a gain on fuel derivatives of $2.3 million in the same period of 2007 and (2) an increase in interest income from $2.0 million in the first nine months of 2006 to $6.8 million in the same period of 2007 as a result of increased cash balances.

Income Tax Expense

Income tax expense for the first nine months of 2007 was $16.4 million as our effective income tax rate for the period was 38.1%. Prior to our reorganization into a corporation at the time of our initial public offering on December 13, 2006, we did not pay corporate federal income tax at the entity level and therefore, we did not incur any federal income tax for the first nine months of 2006.

Comparative Consolidated Operating Statistics

The following tables set forth our operating statistics for the three and nine months ended September 30, 2007 and 2006:

	Three months ended September 30,						Percent
	2007			2006			Change

Operating statistics (unaudited):
Total system statistics:
Passengers	805,878			543,028			48.4
Revenue passenger miles (RPMs) (thousands)	767,930			543,842			41.2
Available seat miles (ASMs) (thousands)	912,496			696,345			31.0
Load factor	84.2		%	78.1		%	6.1	pts.
Operating revenue per ASM (cents)	9.46			8.75			8.1
Operating CASM (cents)	8.41			8.33			1.0
Operating CASM, excluding fuel (cents)	4.40			4.49			(2.0	)
Departures	6,867			5,048			36.0
Block hours	15,956			12,231			30.5
Average stage length (miles)	898			932			(3.6	)
Average number of operating aircraft during period	28.8			21.0			37.1
Total aircraft in service end of period	29			21			38.1
Full-time equivalent employees at period end	1,035			787			31.5
Fuel gallons consumed (thousands)	15,812			11,705			35.1
Average fuel cost per gallon	$	2.32		$	2.29		1.3
Scheduled service statistics:
Passengers	750,170			479,085			56.6
Revenue passenger miles (RPMs) (thousands)	703,442			483,194			45.6
Available seat miles (ASMs) (thousands)	816,408			603,970			35.2
Load factor	86.2		%	80.0		%	6.2	pts.
Departures	6,000			4,153			44.5
Block hours	14,245			10,530			35.3
Yield (cents)	8.85			9.15			(3.3	)
Scheduled service revenue per ASM (cents)	7.63			7.32			4.2
Ancillary revenue per ASM (cents)	1.96			1.43			37.1
Total revenue per ASM (cents)	9.59			8.75			9.6
Average fare - scheduled service	$	83.02		$	92.30		(10.1	)
Average fare – ancillary	$	21.31		$	17.99		18.5
Average fare – total	$	104.33		$	110.29		(5.4	)
Average stage length (miles)	920			984			(6.5	)
Percent of sales through website during period	85.8		%	84.5		%	1.3	pts.

	Nine months ended September 30,						Percent
	2007			2006			Change

Operating statistics (unaudited):
Total system statistics:
Passengers	2,369,672			1,599,851			48.1
Revenue passenger miles (RPMs) (thousands)	2,291,995			1,690,603			35.6
Available seat miles (ASMs) (thousands)	2,773,203			2,136,203			29.8
Load factor	82.6		%	79.1		%	3.5	pts.
Operating revenue per ASM (cents)	9.36			8.44			10.9
Operating CASM (cents)	7.99			7.73			3.4
Operating CASM, excluding fuel (cents)	4.27			4.09			4.4
Departures	20,596			14,632			40.8
Block hours	48,886			37,454			30.5
Average stage length (miles)	909			986			(7.8	)
Average number of operating aircraft during period	27.0			20.4			32.4
Total aircraft in service end of period	29			21			38.1
Full-time equivalent employees at period end	1,035			787			31.5
Fuel gallons consumed (thousands)	47,523			35,658			33.3
Average fuel cost per gallon	$	2.17		$	2.18		(0.5	)
Scheduled service statistics:
Passengers	2,176,726			1,408,738			54.5
Revenue passenger miles (RPMs) (thousands)	2,053,537			1,483,902			38.4
Available seat miles (ASMs) (thousands)	2,427,024			1,821,817			33.2
Load factor	84.6		%	81.5		%	3.1	pts.
Departures	17,795			11,967			48.7
Block hours	42,772			31,776			34.6
Yield (cents)	9.06			8.88			2.0
Scheduled service revenue per ASM (cents)	7.66			7.23			5.9
Ancillary revenue per ASM (cents)	1.84			1.17			57.3
Total revenue per ASM (cents)	9.50			8.40			13.1
Average fare - scheduled service	$	85.51		$	93.50		(8.5	)
Average fare - ancillary	$	20.46		$	15.08		35.7
Average fare - total	$	105.97		$	108.59		(2.4	)
Average stage length (miles)	923			1,030			(10.4	)
Percent of sales through website during period	86.7		%	84.8		%	1.9	pts.

Liquidity and Capital Resources :

Current liquidity . Cash and cash equivalents, restricted cash and short-term investments of $144.7 million at December 31, 2006 increased to $185.7 million at September 30, 2007. 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 nine months ended September 30, 2007 were $62.9 million compared to $24.3 million in the same period 2006. This increase in cash flows provided by operations in 2007 compared to 2006 is primarily the result of an increase in passenger bookings for future travel and operating income.

Investing Activities : Cash flows used in investing activities for the nine months ended September 30, 2007 were $40.9 million compared to $20.6 million in the same period 2006. During the nine months ended September 30, 2007, we had $32.3 million of purchases of property and equipment compared to $20.1 million of purchases in the same period of 2006. The purchases in 2007 include an equipment package made up of eight engines and one airframe (which we do not intend to operate), three aircraft previously under operating leases, and aircraft parts. In addition, aircraft lease and equipment deposits increased by $5.1 million during the nine months ended September 30, 2007, compared to the decrease of $0.1 million in the same period of 2006.

Financing Activities : Cash flows provided by financing activities for the nine months ended September 30, 2007 were $13.5 million compared to $13.1 million used in financing activities in the same period 2006. Financing activities primarily consist of the proceeds from the public offering of our stock in second quarter 2007 and debt repayments related to aircraft financing and capital lease obligations. As of September 30, 2007, we had secured debt financing on 12 aircraft and capital lease financing on seven aircraft compared to debt financing on 11 aircraft and capital lease financing on five aircraft as of September 30, 2006. The seven aircraft under capital lease financing include two aircraft purchased during the third quarter that were not in revenue service as of September 30, 2007.

Commitments and Contractual Obligations

The following table discloses aggregate information about our contractual cash obligations as of September 30, 2007 and the periods in which payments are due (in thousands):

			Less than						More than
	Total		1 yr		1 to 3 yrs		4 to 5 yrs		5 yrs
Long-term debt obligations	$	46,164	$	3,562	$	26,155	$	16,447	$	—
Capital lease obligations	34,814		2,055		16,400		16,360		—
Operating lease obligations	28,762		2,075		8,214		6,178		12,295
Total future payments on contractual obligations	$	109,741	$	7,692	$	50,769	$	38,985	$	12,295

(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.

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, 2006. There has been no material change to these policies for the nine months ended September 30, 2007.

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.

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 and nine months ended September 30, 2007 and 2006 exceeded 46.0%. Increases in fuel prices or a shortage of supply could have a material effect on our operations and operating results. Based on our fuel consumption for the three and nine months ended September 30, 2007, a hypothetical ten percent increase in the average price per gallon of aircraft fuel would have increased fuel expense by approximately $3.7 million for the three months ended September 30, 2007, and by approximately $10.3 million for the nine months ended September 30, 2007. To manage a portion of the aircraft fuel price risk, we use jet fuel and heating oil option contracts or swap agreements. As of September 30, 2007, we had hedged approximately 9% of our projected 2007 fuel requirements. As of the same date, all extant fuel hedge contracts were to settle by the end of January 2008. The fair value of our fuel derivative contracts as of September 30, 2007 was $0.4 million. We measure the fair value of the derivative instruments based on either quoted market prices or values provided by the counterparty. Changes in the value of the related commodity derivative instrument may change by more or less than this amount based upon further fluctuations in futures prices. Outstanding financial derivative instruments expose us to credit loss in the event of nonperformance by the counterparties to the agreements. However, we do not expect the counterparties to fail to meet their obligations.

Interest Rates

We have market risk associated with changing interest rates due to the short-term nature of our invested cash, which totaled $165.8 million, and short term investments of $6.9 million at September 30, 2007. 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 three months ended September 30, 2007 would have affected interest income from cash and investments by $0.2 million, while there would have been no significant impact for the same period in 2006. For the nine months ended September 30, 2007 and 2006, a hypothetical 100 basis point change would have affected interest income from cash and investments by $0.7 million and $0.2 million, respectively.

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 September 30, 2007, 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 September 30, 2007, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

The National Transportation Safety Board has not yet released its report on its investigation of the nose landing gear failure we had at the Orlando Sanford International Airport in March 2007. Although no claims relating to this event have been made against us to date, we could be subject to claims in the future. We believe any such claims would be covered by our insurance policies in effect.

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, other than as set forth below, 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 April 2, 2007.

The addition of our two newly announced leisure destinations may not be successful.

We have recently announced service from a number of small cities to Phoenix-Mesa and Fort Lauderdale. As we do not have historical data on the performance of these markets as our leisure destinations, we may not be able to profitably operate these routes.

In Phoenix, we serve the Phoenix-Mesa Gateway Airport, which is not the principal airport in the Phoenix market. A refusal by passengers to view the Phoenix-Mesa Gateway Airport as a reasonable alternative to the Phoenix Sky Harbor International Airport, the main airport serving the Phoenix area, could harm our business and prospects in this market.

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

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 have been 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 September 30, 2007, we have used $32.3 million of the proceeds of our initial public offering for capital expenditures.

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.

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: November 13, 2007	By:	/s/ Andrew C. Levy
	Andrew Levy
	Principal Financial Officer

Exhibit 3.2

BY-LAWS

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.

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.

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 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.

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 such number of members, not less than three nor more than nine, as shall be determined from time to time by resolution of the Board of Directors at any meeting of the Board or by the unanimous written consent of the Board. 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 resolution of the Board of Directors; 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.

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:

(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.

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.

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.

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.

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.

(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.

(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

(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.

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.

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.

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.

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.

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.

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 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. 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

c. 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: November 13, 2007				/s/ Maurice J. Gallagher, Jr.
			Title: Principal Executive Officer

Exhibit 31.2

Certifications

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

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

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: November 13, 2007		/s/ Andrew C. Levy
		Title: Principal Financial Officer

Exhibit 32

Allegiant Travel Company Certification under Section 906 of the Sarbanes/Oxley Act - filed as an exhibit to 10-Q for Quarter Ended September 30, 2007

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 September 30, 2007 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
November 13, 2007		November 13, 2007

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.