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Alliant Diagnostics, Inc. Announces Merger With Pink Sheet Company


12/16/2005 11:41:08 AM

BOCA RATON, Fla., Dec. 16 /PRNewswire-FirstCall/ -- Alliant Diagnostics, Inc. ("Alliant"), a Florida-based diagnostics company which provides drug testing and background screening services to employers, today announced its merger with a Delaware company, ASD Group, Inc. ("ASD"). Under the terms of the merger, Alliant's operations were merged with and into ASD, ASD changed its name to "Alliant Diagnostics, Inc.", the shares of ASD were reverse split on a 10:1 basis, and all of the shares of Alliant were cancelled and then immediately re-issued by the newly-merged company. The merger became effective for all purposes in late November 2005. As a result of the merger, Alliant's shares are now traded on the Pink Sheets under the trading symbol "ADGJ.PNK".

Alliant provides background checks and drug tests to employers who want fast, cost effective, and compliant screening services. According to Jesse Berger, Alliant's Chairman: "We combine multiple service offerings, technology, and industry expertise to help companies develop best-practice screening solutions and manage the employee life cycle. Through our base of approximately 1,000 customers, we service clients in a variety of segments, including corporations, local and state governmental agencies, correctional facilities, medical staffing agencies and drug rehabilitation centers."

Alliant's background screening services are designed to assist clients in their efforts to hire qualified applicants. Alliant's background screening department utilizes processes to ensure compliance with Fair Credit Reporting Act ("FCRA") requirements. Alliant has a network of third-party court records abstractors across the United States and maintains access to many county, federal, state, and criminal record databases. According to Kevin Rutherford, Alliant's Chief Executive Officer: "We believe that we provide our clients with prompt and accurate information. Typically, our pre-employment screening services are easily customized, enabling each client to tailor their screening needs to the requirements of each job classification. Complete reports are usually available within 24 to 72 hours."

Alliant often assists clients in customizing drug testing programs based on a particular client company's policy and testing requirements. Many companies require Alliant to customize programs to meet the requirements of state guidelines for workers' compensation discounts or federal DOT requirements. Alliant typically administers the account set-up with the laboratories for the precise types of tests and forms to be used, collections, site selection and protocols, medical review processes, and various result reporting options. Alliant acts as a third-party administrator to several large U.S. laboratories in the country. As a third-party administrator, Alliant handles all aspects of a company's drug testing program, including collections, tests, random, post accident, and medical review. According to Jared Robinson, Alliant's President: "By fully managing the drug testing program, we strive to ensure compliance, as well as save our client's time, money, and exposure to risk."

Alliant's ultimate objective is to be a leading online provider of integrated background checks and drug screening solutions. Management intends to accomplish this goal by providing clients with "best-of-breed" services via an automated Internet user interface that allows the client simple, easy and accurate access to results for drug tests or background queries.

Management believes that Alliant's specialty is helping companies to create preemployment screening solutions that save time and money. According to Mr. Berger: "Whether it is 20,000 checks a year or 100, we believe that we deliver consistent results and quantifiable value. Our clients are primarily commercial businesses. From our secure web site at http://www.alliantdiagnostics.com, our clients can log on and place their orders for services. We then utilize our background screening programs, nationwide network of third party collection sites and laboratory service providers to quickly and cost-effectively service our client's needs. We believe that our web-enabled technology and FCRA compliant processes enable our clients to receive improved turnaround times, which in turn helps our clients hire the best candidates, thereby reducing legal risks and maximizing financial savings."

Alliant operates in the pre-employment screening services industry. According to a November 7, 2003 Lehman Brothers Security Industry Report by Jeffery Kessler, this is a $2 billion annual market value industry that includes ongoing and pre-employment checks, drug testing, tenant/mortgage, vehicle, and other applicant screening. Alliant's management believes that the background screening and drug testing service industry has become a necessity for many organizations in order to ensure a return on investment, as well as to protect individuals and assets. As companies tighten up on who they hire, the need for outside consultants to ensure that companies screen and hire the right person for the position has become increasingly important. In management's opinion, various factors drive the growth of this diagnostics industry:

* Global changes trigger new customers for background checks * Employers do not have the time, industry knowledge, or resources to screen effectively * Insurance company reforms force employers to have human resource screening in place to qualify for general liability and other policies * A relatively recent, significant increase in the amount of drug and alcohol abuse in society and the workplace * Governmental agencies are increasing requirements for background checks * Small, medium and large enterprises are following governmental trends

The management of Alliant believes that the pre-employment screening industry has evolved from basic job verification (reviewing and verifying an applicant's previous positions and jobs) to license verification, drug screening, and complete criminal background checks. In addition to the initial screening process, employers are monitoring employee records or performing scheduled checks to see if a change has occurred in an employee's status based on public records (driver's license or criminal records, for instance). Most companies do not have the time or the resources to do the necessary thorough reviews, hence the continuing need for outsourcing the service.

Alliant was originally formed under the laws of the State of Florida in December 2002.

Alliant's principal executive offices are located at 123 N.W. 13th Street, Suite 313, Boca Raton, Florida 33432 or we can be reached by phone at (561) 826-8000. Alliant's fiscal year end is December 31.

The following summary of financial information has been derived from Alliant's unaudited financial statements. While these unaudited financial statements have been prepared by Alliant's management in accordance with accounting principles generally accepted in the United States for interim financial information, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These statements have not been reviewed by an independent auditor, or any auditor at all. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included in these statements:

Statement of Operations Year Ended Year Ended Six Months Ended Dec. 31, Dec. 31, June 30, 2003 (Unaudited) 2004 (Unaudited) 2004 (Unaudited) Sales 684,175 1,581,414.72 1,262,897.94 Cost of Sales 440,961 1,071,097.38 733,702.36 Gross Profit 243,214 510,317.34 529,195.58 Total Expenses 564,867 916,695.48 498,264.82 Operating Income (loss) (321,653) (411,195.95) 30,930.76 Other Income (expense) 1,997 2204.35 (13,937.75) Income (loss) before provisions for income tax (319,623) (408,991.60) 16,993.01 Provisions for income tax -- Net Income (loss) (319,623) (408,991.60) 16,993.01

Set forth below is information regarding the board of directors and executive officers of Alliant.

Kevin Rutherford. Mr. Rutherford, 46, has been Alliant's Chief Executive Officer since January 2004 and a director since September 2004. From 2003 to present, Mr. Rutherford served as president and general partner of PeopleMax HR, a general partnership and human capital consulting company specializing in workforce selection, optimization and organizational development. From 1999 through 2003, Mr. Rutherford was Senior Vice President of Human Resources for Garden Ridge Corporation, the largest privately-held big-box home decor and crafts chain that reported $600 million in sales and had 5,000 employees in 2003. From 1998 to 1999, Mr. Rutherford was Senior Vice President of Human Resources for Michaels Stores, Inc. , an arts and crafts chain operating approximately 1,000 stores. From 1994 through 1997, Mr. Rutherford served as Vice President, Human Resources, for Waldenbooks. From 1997 to 1998, he served as Vice President, Human Resources, for Borders, Inc. Waldenbooks and Borders are both subsidiaries of Borders Group, Inc. , a global retailer of books, music and movies with more than 1,200 stores worldwide. From 1992 to 1994, Mr. Rutherford was Vice President of Human Resources for Foot Action USA, a store chain of athletic footwear and apparel. From 1989 through 1992, Mr. Rutherford was Manager of Corporate Benefits and Compensation for Limited Brands, Inc., formerly Limited Stores, Inc., a company that sells women's intimate apparel, personal care products and women's and men's apparel under various trade names. From 1986 through 1989, Mr. Rutherford served as a Director and Manager of Human Resources with Sibley's Department Stores and Venture Stores, both are divisions of May Department Stores Company. Mr. Rutherford received his Bachelors of Science degree in Health Care Management from Park College in Parkville, Missouri, and completed the Senior Human Resources Executive Program at the University of Michigan and International Human Resources Executive Program at Cornell University. Mr. Rutherford serves on several Advisory Boards for human capital and talent management firms.

Jesse Berger. Mr. Berger, 33, has been Chief Financial Officer and Chairman of Alliant's Board of Directors since December 2002. From July 2002 to December 2002, Mr. Berger was sole officer, director and shareholder of Alliant, Inc., a company that provided drug screening services. From June 2001 through July 2002, Mr. Berger was Regional Sales Manager for Proxima Systems USA, a software development company for customer care and billing in the telecom industry. From February 2000 through May 2001, Mr. Berger was Channel Sales Manager with Viziqor Solutions, Inc. (formerly, Daleen Technologies, Inc.), a global provider of billing and customer care software solutions for the telecommunications market. From February 1998 through January 2000, Mr. Berger owned and was an officer of First United Financial, Inc., a commodity brokerage firm in Fort Lauderdale, Florida. Mr. Berger received his Bachelors of Arts degree in Finance from American University in Washington, D.C.

Jared Robinson. Mr. Robinson, 33, has been Alliant's President and a member of Alliant's Board of Directors since December 2002. From August 2001 until December 2002, Mr. Robinson formed and operated his own company, Alltests Florida, Inc., which marketed and sold point of care diagnostic testing devices to drug rehabilitation facilities. Mr. Robinson developed a business plan for providing a complete screening solution for medium- and large-sized companies, including drug testing and background checks which resulted in the development of Alliant. From July 2000 to August 2001, Mr. Robinson was a national sales consultant for Apps NJ, Inc., a company that provides drug and alcohol tests, DNA testing, and cholesterol screening point- of-care services. From April 1996 to March 2000, Mr. Robinson managed Green's RX, Inc., a provider of pharmaceuticals to assisted living communities in Palm Beach County, Florida.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This press release contains certain forward-looking information about Alliant Diagnostics, Inc. (the "Company") which is intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Words such as "expect(s)," "feel(s)," "believe(s)," "will," "may," "anticipate(s)," and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to future operations, products and services; and statements regarding future performance. Such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond the control of the Company, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include the following: (i) our relative lack of significant operating revenue and earnings history; (ii) our need for additional capital to pursue our business strategy; and (iii) we are a nonreporting company and as such do not make periodic filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements. The Company does not undertake any obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Alliant Diagnostics, Inc.

CONTACT: Alliant Diagnostics, Inc., +1-561-826-8000,info@alliantdiagnostics.com


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