**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**









**FORM
      10-QSB/A**









(Mark
      One)




þ QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
      the
      quarterly period ended **January
      31, 2007**




OR




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




For
      the
      transition period from




**Commission
      File Number**  **000-29313**





**CRYSTAL
      INTERNATIONAL TRAVEL GROUP, INC.**


(Name
      of
      small business issuer in its charter)




**Delaware**
            **20-0121007**(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)




**2160
      Headquarters Plaza, 10**  **th**  **Floor,
      Morristown, New Jersey 07960**


(Address
      of principal executive offices & zip code)




**973-644-0900**


Registrant's
      telephone number, including area code:






(Former
      Name or Former Address, if Changed Since Last Report)




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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.


þ Yes o No




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


o Yes þ No




Indicate
      by check mark whether the registrant has filed all documents and reports
      required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
      Act
      of 1934 subsequent to the distribution of securities under a plan confirmed
      by a
      court.


o Yes o No




State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date:   23,965,290 ****


Transitional
      Small Business Disclosure Format (Check one):


o Yes þ No












**PART
      I - FINANCIAL INFORMATION**


**CRYSTAL
        INTERNATIONAL TRAVEL GROUP, INC. AND SUBSIDIARIES**
 **(A
        Development Stage Company)**
 **(Formerly
        Mobile Reach International, Inc.)**
 **INDEX
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 JANUARY
 **(Unaudited)**
 
 PagesINDEX
              
              
              F1FINANCIAL
                  STATEMENTS:Condensed
                  Consolidated Balance Sheet
              
              
              F2Condensed
                  Consolidated Statements of Income
              
              
              F3
                  - F4Condensed
                  Consolidated Statement of Stockholders’ Deficit
              
              
              F5
                  - F6Condensed
                  Consolidated Statements of Cash Flows
              
              
              F7
                  - F8Notes
                  to Condensed Consolidated Financial Statements
              
              
              F9
                  - F16
 
 (F1)
 
 **CRYSTAL
        INTERNATIONAL TRAVEL GROUP, INC. AND SUBSIDIARIES**
 **(A
        Development Stage Company)**
 **(Formerly
        Mobile Reach International, Inc.)**
 **CONDENSED
        CONSOLIDATED BALANCE SHEET**
 **JANUARY
          31, 2007**
 **(Unaudited)**
  **ASSETS****CURRENT
                    ASSETS:**Cash
                
                $
                7,974Prepaid
                    insurance
                
                
                7,603Total
                    current assets
                
                
                
                
                $
                15,577**PROPERTY
                    & EQUIPMENT -**net
                    of accumulated depreciation
                
                
                
                
                
                39,086**OTHER
                    ASSETS:**Deposits
                
                
                11,862Intangibles
                    - net of amortization
                
                
                30,174Goodwill
                
                
                80,596122,632$
                177,295**LIABILITIES
                    & STOCKHOLDERS’ EQUITY****CURRENT
                    LIABILITIES:**Current
                    portion long-term debt
                
                $
                30,000Short-term
                    notes payable
                
                
                660,168Accounts
                    payable
                
                
                1,147,295Notes
                    payable - related parties
                
                
                248,856Accrued
                    liabilities
                
                
                1,623,782Total
                    current liabilities
                
                
                
                
                $
                3,710,101**LONG-TERM
                    LIABILITIES:**Long-term
                    debt
                
                
                5,021,307Convertible
                    debentures
                
                
                2,705,9907,727,297**STOCKHOLDERS’
                    EQUITY:**Preferred
                    stock; $.0001 par value; 100,000,000 shares authorized
                
                
                0Common
                    stock; par value $.001; 500,000,000 shares authorized, 13,848,204
                    issued
                    and outstanding, 58,463 shares to be issued
                
                
                23,218Paid-in
                    capital
                
                
                2,980,865Deficit
                    accumulated during the development stage
                
                
                (14,264,186
                )(11,260,103
                )$
                177,295
  See
        Notes to Condensed Consolidated Financial
        Statements
  (F2)
  **CRYSTAL
        INTERNATIONAL TRAVEL GROUP, INC. AND SUBSIDIARIES**
 **(A
        Development Stage Company)**
 **(Formerly
        Mobile Reach International, Inc.)**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF INCOME**
 **(Unaudited)**
 
  For
                  the Quarter
              
              Year
                  to Date
              
              From
                  InceptionThree
                  Months Ended January 31, 2007
              
              Period
                  from December 8, 2005 (Date of Inception) through January 31,
                  2006
              
              Six
                  Months Ended January 31, 2007
              
              Period
                  from December 8, 2005 (Date of Inception) through January 31,
                  2006
              
              Period
                  from December 8, 2005 (Date of Inception) through January 31,
                  2007**REVENUE:**Sales
              
              $
              27,869
              
              $
              0
              
              $
              55,693
              
              $
              0
              
              $
              55,693License
                  and fees
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              6,62827,869
              
              
              0
              
              
              55,693
              
              
              0
              
              
              62,321**COST
                  AND EXPENSES:**Cost
                  of goods sold
              
              
              17,091
              
              
              0
              
              
              30,924
              
              
              0
              
              
              30,924Sales
                  and marketing
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0General
                  and administrative expenses
              
              
              762,246
              
              
              199,377
              
              
              1,403,447
              
              
              199,377
              
              
              8,582,117779,337
              
              
              199,377
              
              
              1,434,371
              
              
              199,377
              
              
              8,613,041**OPERATING
                  LOSS**
              
              
              (751,468
              )
              
              (199,377
              )
              
              (1,378,678
              )
              
              (199,377
              )
              
              (8,550,720
              )**OTHER
                  EXPENSES:**Interest
                  expense
              
              
              (632,219
              )
              
              (581
              )
              
              (1,836,091
              )
              
              (
                  581
              )
              
              (3,214,073
              )Product
                  development costs
              
              
              0
              
              
              0
              
              
              (22,082
              )
              
              0
              
              
              (22,082
              )(632,219
              )
              
              (
                  581
              )
              
              (1,858,173
              )
              
              (
                  581
              )
              
              (3,236,155
              )**NET
                  LOSS BEFORE INCOME TAXES**
              
              
              (1,383,687
              )
              
              (199,958
              )
              
              (3,236,851
              )
              
              (199,958
              )
              
              (11,786,875
              )
 
 See
        Notes to Condensed Consolidated Financial
        Statements
  (F3)
  **CRYSTAL
        INTERNATIONAL TRAVEL GROUP, INC. AND SUBSIDIARIES**
 **(A
        Development Stage Company)**
 **(Formerly
        Mobile Reach International, Inc.)**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF INCOME**
 **(Continued)**
 **(Unaudited)**
  For
                  the Quarter
              
              Year
                  to Date
              
              From
                  InceptionThree
                  Months Ended January 31, 2007
              
              Period
                  from December 8, 2005 (Date of Inception) through January 31,
                  2006
              
              Six
                  Months Ended January 31, 2007
              
              Period
                  from December 8, 2005 (Date of Inception) through January 31,
                  2006
              
              Period
                  from December 8, 2005 (Date of Inception) through January 31,
                  2007**NET
                  LOSS BEFORE INCOME TAXES**
              
              
              (1,383,687
              )
              
              (199,958
              )
              
              (3,236,851
              )
              
              (199,958
              )
              
              (11,786,875
              )**INCOME
                  TAX (EXPENSE) BENEFIT**
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0**NET
                  LOSS**
              
              $
              (1,383,687
              )
              $
              (199,958
              )
              $
              (3,236,851
              )
              $
              (199,958
              )
              $
              (11,786,875
              )**WEIGHTED
                  AVERAGE NUMBER OF SHARES**
              
              
              12,561,451
              
              
              7,100,000
              
              
              12,482,254
              
              
              7,100,000
              
              
              10,484,065**LOSS
                  PER SHARE - BASIC AND DILUTED**
              
              $
              (0.11
              )
              $
              (0.03
              )
              $
              (0.26
              )
              $
              (0.03
              )
              $
              (1.12
              )
  See
        Notes to Condensed Consolidated Financial
        Statements
 (F4)
  **CRYSTAL
        INTERNATIONAL TRAVEL GROUP, INC. AND SUBSIDIARIES**
 **(A
        Development Stage Company)**
 **(Formerly
        Mobile Reach International, Inc.)**
 **CONDENSED
        CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT**
 **(Unaudited)**
  Common
                    StockDeficitAccumulatedDuringPaid-in
                
                DevelopmentShares
                
                Amount
                
                Capital
                
                Stage
                
                Total**Balance
                    at December 8, 2005 (Date of****Inception)**
                
                
                0
                
                $
                0
                
                $
                0
                
                $
                0
                
                $
                0Common
                    shares issued in formation ofCrystal
                    Hospitality Holdings, Inc.
                
                
                200
                
                
                23,012
                
                
                0
                
                
                0
                
                
                23,012Net
                    loss
                
                
                0
                
                
                0
                
                
                0
                
                
                (76,871
                )
                
                (76,871
                )**Balance
                    at January 31, 2006**
                
                
                200
                
                
                23,012
                
                
                0
                
                
                (76,871
                )
                
                (53,859
                )Shares
                    exchanged for common shares ofMobile
                    Reach International, Inc.
                
                
                (200
                )
                
                0
                
                
                0
                
                
                0
                
                
                0Common
                    shares issued to CrystalHospitality
                    Holdings, Inc.stockholders
                
                
                7,100,000
                
                
                0
                
                
                0
                
                
                0
                
                
                0Common
                    shares owned by Mobile ReachInternational,
                    Inc. stockholders
                
                
                4,743,276
                
                
                0
                
                
                0
                
                
                0
                
                
                0Net
                    liabilities in excess of assetsacquired
                    in share exchange
                
                
                0
                
                
                0
                
                
                0
                
                
                (2,477,311
                )
                
                (2,477,311
                )Fair
                    market value of warrants attachedto
                    short-term debt issued
                
                
                0
                
                
                0
                
                
                68,000
                
                
                0
                
                
                68,000Fair
                    market value of beneficialconversion
                    feature of convertibledebentures
                
                
                0
                
                
                0
                
                
                1,990,711
                
                
                0
                
                
                1,990,711Net
                    loss
                
                
                0
                
                
                0
                
                
                0
                
                
                (8,473,153
                )
                
                (8,473,153
                )**Balance
                    at July 31, 2006**
                
                
                11,843,276
                
                $
                23,012
                
                $
                2,058,711
                
                $
                (11,027,335
                )
                $
                (8,945,612
                )
 See
          Notes to Condensed Consolidated
          Financial Statements
  (F5)
 
 **CRYSTAL
        INTERNATIONAL TRAVEL GROUP, INC. AND SUBSIDIARIES**
 **(A
        Development Stage Company)**
 **(Formerly
        Mobile Reach International, Inc.)**
 **CONDENSED
        CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT**
 **(Continued)**
 **(Unaudited)**
  Common
                    StockShares
                
                
                Amount
                
                
                Paid-in
                    Capital
                
                
                Deficit
                    Accumulated During Development Stage
                
                
                Total**Balance
                    at July 31, 2006**
                
                
                11,843,276
                
                $
                23,012
                
                $
                2,058,711
                
                $
                (11,027,335
                )
                $
                (8,945,612
                )Share
                    based compensation agreement
                
                
                0
                
                
                0
                
                
                11,160
                
                
                0
                
                
                11,160Common
                    shares issued in connection with conversion of debentures
                
                
                562,518
                
                
                56
                
                
                228,779
                
                
                0
                
                
                228,835Fair
                    market value of beneficial conversion feature of convertible
                    debentures
                
                
                0
                
                
                0
                
                
                630,000
                
                
                0
                
                
                630,000Net
                    loss
                
                
                0
                
                
                0
                
                
                0
                
                
                (1,853,164
                )
                
                (1,853,164
                )**Balance
                    at October 31, 2006**
                
                
                12,405,794
                
                
                23,068
                
                
                2,928,650
                
                
                (12,880,499
                )
                
                (9,928,781
                )Common
                    shares issued in connection with conversion of debentures
                
                
                1,500,873
                
                
                150
                
                
                35,735
                
                
                0
                
                
                35,885Fair
                    market value of warrants attached to short-term debt
                    issued
                
                
                0
                
                
                0
                
                
                16,480
                
                
                0
                
                
                16,480Net
                    loss
                
                
                0
                
                
                0
                
                
                0
                
                
                (1,383,687
                )
                
                (1,383,687
                )**Balance
                    at January 31, 2007**
                
                
                13,906,667
                
                $
                23,218
                
                $
                2,980,865
                
                $
                (14,264,186
                )
                $
                (11,260,103
                )
 See
        Notes to Condensed Consolidated Financial
        Statements
  (F6)
  **CRYSTAL
        INTERNATIONAL TRAVEL GROUP, INC. AND SUBSIDIARIES**
 **(A
        Development Stage Company)**
 **(Formerly
        Mobile Reach International, Inc.)**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS**
 **(Unaudited)**
 
 Six
                  Months Ended January 31, 2007
              
              December
                  8, 2005 (Date of Inception) through January 31, 2006
              
              December
                  8, 2005 (Date of Inception) through January 31, 2007**Net
                  loss**
              
              $
              (3,236,851
              )
              $
              (199,958
              )
              $
              (11,786,875
              )**Adjustments
                  to reconcile net income to net cash used in operating
                  activities**
              
              
              2,355,938
              
              
              88,498
              
              
              9,850,939**Net
                  cash used in operating activities**
              
              
              (880,913
              )
              
              (111,460
              )
              
              (1,935,936
              )**Cash
                  flows used in investing activities**
              
              
              (135,419
              )
              
              0
              
              
              (177,650
              )**Cash
                  flows provided by financing activities**
              
              
              988,817
              
              
              111,467
              
              
              2,121,560**Net
                  (decrease) increase in cash**
              
              
              (27,515
              )
              
              7
              
              
              7,974**Cash
                  - beginning of period**
              
              
              35,489
              
              
              0
              
              
              0**Cash
                  - end of period**
              
              $
              7,974
              
              $
              7
              
              $
              7,974
 
 See
        Notes to Condensed Consolidated Financial
        Statements
  (F7)
  **CRYSTAL
        INTERNATIONAL TRAVEL GROUP, INC. AND SUBSIDIARIES**
 **(A
        Development Stage Company)**
 **(Formerly
        Mobile Reach International, Inc.)**
 **SUPPLEMENTAL
        DISCLOSURE OF CASH FLOW INFORMATION**
 **(Unaudited)**
  December
                    8,2005
                    (Date ofSix
                      Months
                
                Six
                      Months
                
                Inception)Ended
                
                Ended
                
                throughJanuary
                
                January
                
                January
                    31,31,
                    2007
                
                31,
                    2006
                
                2007**Non-cash
                    activities:**Conversion
                    of debentures for common stock
                
                $
                294,055
                
                $
                0
                
                $
                294,055Refinancing
                    of short-term debt to convertible debt
                
                
                0
                
                
                0
                
                
                100,000Exchange
                    of debt for intangible assets
                
                
                0
                
                
                0
                
                
                5,021,307**Acquisition
                    of Travel House, Inc.:**Purchase
                    price
                
                $
                123,500
                
                $
                0
                
                $
                123,500Add:Cash
                
                
                1,132
                
                
                0
                
                
                1,132Subtract:Accounts
                    payable
                
                
                (3,804
                )
                
                0
                
                
                (3,804
                )Customer
                    database
                
                $
                120,828
                
                $
                0
                
                $
                120,828**Acquisition
                    of Mobile Reach International, Inc. and****Subsidiaries:**Assets
                    assumed:Cash
                
                
                
                
                
                
                
                $
                262Liabilities
                    assumed:Accounts
                    payable
                
                
                
                
                
                
                
                
                408,527Accrued
                    expenses
                
                
                
                
                
                
                
                
                507,859Short-term
                    debt
                
                
                
                
                
                
                
                
                294,169Long-term
                    and convertible debt
                
                
                
                
                
                
                
                
                1,267,0182,477,573Net
                    liabilities exceeding net assets
                
                
                
                
                
                
                
                $
                2,477,311
 See
        Notes to Condensed Consolidated
        Financial Statements
 
 (F8)
  **CRYSTAL
        INTERNATIONAL TRAVEL GROUP, INC. AND SUBSIDIARIES**
 **(A
        Development Stage Company)**
 **(Formerly
        Mobile Reach International, Inc.)**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
 
 **Note
        1 - Summary of Accounting Policies:**
 
 **General:**
 
 The
        accompanying unaudited condensed consolidated financial statements have been
        prepared in accordance with the instructions to Form 10-QSB, and therefore,
        do
        not include all the information necessary for a fair presentation of financial
        position, results of operations and cash flows in conformity with accounting
        principles generally accepted in the United States of America.
 
 In
        the
        opinion of management, all adjustments (consisting of normal recurring accruals)
        considered necessary for a fair presentation have been included. Accordingly,
        the results from operations for the three month period ended January 31,
        2007
        are not necessarily indicative of the results that may be expected for the
        year
        ended July 31, 2007. The unaudited consolidated financial statements should
        be
        read in conjunction with the July 31, 2006 financial statements and footnotes
        thereto included in the Company's SEC Form 10-KSB.
 
 **Business:**
 
 The
        Company was originally organized to develop and sell mobility software products
        and services in the United States and Europe. Its offices were located in
        Cary,
        North Carolina until the Exchange Agreement discussed below. Since the effective
        date of the Exchange Agreement, the Company moved its operations to Morristown,
        New Jersey. The principal focus of operations has been the development of
        travel
        products and services for sale to the general public in the United States
        through the utilization of registered agents and internet website booking
        services.
 
 Subsequent
        to the share exchange mentioned below, Mobile Reach International, Inc. changed
        its name to Crystal International Travel Group, Inc.
 
 **Basis
        of presentation:**
 
 On
        April
        17, 2006, effective April 29, 2006, Crystal International Travel Group, Inc.
        and
        Subsidiaries (formerly Mobile Reach International, Inc.) (the "Company")
        completed a share exchange with the stockholders of Crystal Hospitality
        Holdings, Inc., a Delaware corporation ("CHH"), pursuant to a Share Exchange
        Agreement (the "Exchange Agreement"), by and among the Company, CHH and the
        holders of the outstanding capital stock of CHH (the "CHH Stockholders").
        As a
        result, CHH is now a wholly owned subsidiary of the Company. The Company
        has
        accounted for this share exchange using the purchase method of accounting
        as
        prescribed by Statement of Financial Accounting Standards ("SFAS") No. 141,
        "Business Combinations". The share exchange has been treated as a reverse
        acquisition of the Company by CHH, due to the stockholders of CHH receiving
        60.4
        percent of the voting rights of the combined entity. The condensed consolidated
        financial statements include the results from operations for both companies
        from
        August 1, 2006 through January 31, 2007 and the financial statements of the
        survivor corporation, CHH for the period from inception (December 8, 2005)
        to
        January 31, 2006 and for the period from inception (December 8, 2005) through
        January 31, 2007.
  (F9)
  During
        the quarter ended October 31, 2006, the Company established a subsidiary
        named
        Platinum Hospitality Holdings, Inc. (“PHH”), a Delaware corporation. Effective
        August 1, 2006, PHH purchased all of the outstanding stock of JRM, Inc. dba
        The
        Travel House (“TH”) for $123,500. TH is a New Jersey corporation that has been
        operating as a full service travel agency. The Company purchased TH in order
        to
        establish a direct retail outlet for the travel products it is developing
        or
        plans to develop. The Company accounted for this acquisition as prescribed
        by
        SFAS No. 141, “Business Combinations”. The condensed consolidated financial
        statements include the results of operations for TH from August 4, 2006 to
        January 31, 2007.
 
 **Development
        stage operations:**
 
 Since
        December 8, 2005 (date of inception), the Company has been concentrating
        its
        effort on raising capital and developing new travel related products for
        the
        retail market. As defined by SFAS No. 7 “Accounting and Reporting by Development
        Stage Enterprises,” the Company is a development stage company. Under SFAS No.
        7, a development stage enterprise is subject to the same accounting principles
        as a normal enterprise but is required to present a cumulative income statement
        showing revenues and expenses from inception.
 
 **Concentrations
        of credit risk:**
 
 The
        Company has no significant off-balance-sheet concentration of credit risk
        such
        as foreign exchange contracts, options contracts or other foreign hedging
        arrangements.
 
 The
        Company maintains its cash balances with multiple reputable financial
        institutions in the form of demand deposits.
 
 **Intangible
        assets:**
 
 The
        Company accounts for intangible assets under SFAS No. 142, “Goodwill and Other
        Intangible Assets”. Intangible assets are recorded at cost. Intangible assets
        subject to amortization include customer lists from business purchases. These
        costs are amortized over the asset’s estimated useful life of 24 months.
        Intangible assets not subject to amortization include goodwill from business
        purchases. These costs are evaluated annually for impairment.
 
 **Income
        taxes:**
 
 Deferred
        income taxes provide for temporary differences between the basis of the
        Company's assets and liabilities for financial reporting and income tax
        purposes. As of January 31, 2007, any deferred tax asset resulting from the
        three months of operating losses would be fully offset by a valuation allowance
        due to the uncertainty of realizing future tax benefits.
  (F10)
  **Fair
        value of financial instruments:**
 
 At
        January 31, 2007, the Company did not have any outstanding financial derivative
        instruments. The carrying amount of cash, receivables, payables and current
        liabilities approximate fair value due to the short maturity of these
        instruments.
 
 **Use
        of accounting estimates:**
 
 The
        preparation of 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 certain assets
        and
        liabilities and disclosures. Accordingly, the actual amounts could differ
        from
        those estimates. Any adjustments applied to estimated amounts are recognized
        in
        the year in which such adjustments are determined.
 
 **Note
        2 - Going Concern:**
 
 The
        accompanying financial statements have been prepared in conformity with
        accounting principles generally accepted in the United States of America,
        which
        contemplates continuation of Crystal International Travel Group, Inc. and
        subsidiaries as a going concern. However, as a result of the merger discussed
        in
        Note 1, the Company has acquired debt on certain notes payable that are in
        default, payroll taxes and other payables owed by the acquired company.
        Additionally, the Company has used substantial amounts of working capital
        in
        start-up operations and has generated an operating loss leading to an
        accumulated stockholders’ deficit of $11,260,103 at January 31, 2007. Further,
        at January 31, 2007, the Company’s current liabilities exceeded current assets
        by $3,694,524. Based on these factors, the Company may not be able to continue
        as a going concern.
 
 With
        the
        merger discussed in Note 1, the Company’s management has taken over management
        of the acquired company and is changing the acquired company’s focus of
        operations. Plans include licensing out all software development and
        concentrating on the Company’s core business of providing travel packages to
        individuals. Management also plans on additional financing through the issuance
        of convertible debentures. However, no assurance can be given that the Company
        will continue as a going concern without the successful completion of additional
        financing and the commencement of management’s planned changes in operations.
        The accompanying financial statements do not include any adjustments that
        might
        be necessary if the Company is unable to continue as a going
        concern.
 
 As
        a
        result of delinquencies and defaults, the Company may be subject to collection
        actions whenever agreements cannot be reached, including, but not limited
        to,
        litigation, foreclosure and/or seizure of assets and bank accounts.
  (F11)
  **Note
        3 - Property and Equipment:**
 
 The
        principal categories and estimated useful lives of property and equipment
        are as
        follows:
 
 January
                  31, 2007
              
              Estimated
                  Useful LivesOffice
                  and computer equipment
              
              $
              44,960
              
              
              3
                  to 7 yearsLess:
                  accumulated depreciation
              
              
              (5,874
              )$
              39,086
 
 **Note
        4 - Intangible Assets:**
 
 In
        August
        2006, the Company purchased all the outstanding shares of a fully operational
        travel agency for $123,500 in cash. At the time of the purchase, the Company
        was
        seeking to expedite the regulatory licensing process for travel agencies
        by
        purchasing an already licensed agency. In the exchange, the Company received
        an
        established customer database. Management valued the database at $40,232
        by
        discounting the estimated cash flow from commissions on sales to repeat
        customers. This customer database is amortized over an estimated useful life
        of
        twenty-four months.
 
 Intangible
        assets at January 31, 2007 consisted of the following:
 
 January
                  31, 2007
              
              Estimated
                  Useful LivesCustomer
                  database
              
              $
              40,232
              
              
              2
                  yearsLess:
                  accumulated amortization
              
              
              (10,058
              )$
              30,174Unamortized
                  intangibles:Goodwill
                  - Travel House
              
              $
              80,596
  Amortization
        expense amounted to $5,029 for the three months ended January 31, 2007, $10,058
        for the six months ended January 31, 2007 and $10,058 for the period from
        December 8, 2005 (date of inception) through January 31, 2007.
  
 **Note
        5 - Accrued Liabilities:**
 
 At
        January 31, 2007, accrued expenses consisted of the following
        items:
 
 Salary
                  and wages payable
              
              $
              259,059Accrued
                  and withheld taxes
              
              
              515,839Accrued
                  interest
              
              
              427,820Accrued
                  service expense
              
              
              410,089Other
                  accrued expenses
              
              
              10,975Total
                  accrued expenses
              
              $
              1,623,782
  (F12)
  Accrued
        and withheld taxes primarily consist of delinquent payroll taxes withheld
        and
        accrued on former employees of Mobile Reach International, Inc (“MRI”) and its
        subsidiaries. Penalties and interest calculated through January 31, 2007
        are
        included in the reported balance.
 
 **Note
        6 - Short-term Notes Payable:**
 
 The
        balances on these notes at January 31, 2007 are as follows:
  Note
                  payable due to a vendor dated February 2005; due in eighteen monthly
                  installments of $1,007 including interest at ten percent; note
                  is in
                  default.
              
              $
              5,524Note
                  payable for accrued wages dated August 2002; bearing interest at
                  six
                  percent; due and payable with interest at the earliest of (a) Company
                  obtaining debt or equity funding greater than $1,000,000 in a quarter
                  or
                  (b) Company earns revenues of $1,000,000 in a quarter; note is
                  in
                  default.
              
              
              49,908Note
                  payable to a vendor dated December 2004; due in six monthly installments
                  of $2,836 including interest at eighteen percent; note is in
                  default.
              
              
              17,027Note
                  payable to former employees for accrued wages and expenses dated
                  February
                  and March 2005;bearing
                  no interest and due and payable at the earliest of (a) Company
                  obtaining
                  debt or equity funding greater than $1,000,000 in a quarter or
                  (b) Company
                  earns revenues of $1,000,000 in a quarter; note is in
                  default.
              
              
              24,000Note
                  payable to a vendor dated March 2005; bearing no interest due in
                  four
                  equal monthly installments of $14,000; note is in default.
              
              
              56,000Note
                  payable to former employee dated April 2005; bearing no interest
                  and due
                  in six monthly installments of $5,000; note is in default.
              
              
              30,000Note
                  payable to a vendor dated July 2005; due in eighteen monthly installments
                  of $390 including interest at eight percent; note is in
                  default.
              
              
              6,243Note
                  payable to former employee dated December 2004; bearing no interest
                  and no
                  specified repayment terms.
              
              
              12,740Note
                  payable to vendor dated July 2005; due in eleven monthly installments
                  of
                  $1,500; note is in default.
              
              
              15,888Notes
                  payable to former employees dated March 2006; due in a single payment
                  on
                  June 30, 2006; notes are in default.
              
              
              42,838Note
                  payable dated November 2006; due in a single payment with interest
                  accrued
                  at twelve percent on March 31, 2007.
              
              
              400,000Total
                  short-term notes payable
              
              $
              660,168
  (F13)
 
 As
        part
        of the short-term note payable dated November 2006, the Company executed
        a
        Security Agreement in which all of the Company’s assets are pledged as
        collateral.
 
 **Note
        7 - Convertible Debentures:**
 
 On
        December 12, 2006, debentures of $4,662 from the June 2006 issuance were
        converted at the conversion price of $ 0.036 per share and 129,500 shares
        of
        common stock were issued.
 
 On
        December 13, 2006, debentures of $2,400 from the June 2006 issuance were
        converted at the conversion price of $ 0.024 per share and 100,000 shares
        of
        common stock were issued.
 
 On
        January 9, 2007, debentures of $3,690 from the June 2006 issuance were converted
        at the conversion price of $0.030 per share and 123,000 shares of common
        stock
        were issued.
 
 On
        January 17, 2007, debentures of $10,000 from the June 2006 issuance were
        converted at the conversion price of $0.026 per share and 389,105 shares
        of
        common stock were issued.
 
 On
        January 17, 2007, debentures of $2,333 from the June 2006 issuance were
        converted at the conversion price of $0.023 per share and 100,128 shares
        of
        common stock were issued.
 
 On
        January 17, 2007, debentures of $2,799 from the June 2006 issuance were
        converted at the conversion price of $0.028 per share and 100,000 shares
        of
        common stock were issued.
 
 On
        January 19, 2007, debentures of $5,000 from the June 2006 issuance were
        converted at the conversion price of $0.019 per share and 259,140 shares
        of
        common stock were issued.
 
 On
        January 23, 2007, debentures of $3,500 from the June 2006 issuance were
        converted at the conversion price of $0.018 per share and 200,000 shares
        of
        common stock were issued.
 
 On
        January 30, 2007, debentures of $1,501 from the June 2006 issuance were
        converted at the conversion price of $0.015 per share and 100,000 shares
        of
        common stock were issued.
 
 Under
        the
        Security Agreement attached to the debentures issued under the June 2006
        debenture offering, all of the Company’s assets are pledged as collateral.
 
 **Note
        8 - Stockholders’ Equity:**
 
 For
        the
        period ended January 31, 2007, the Company’s common stock issued and outstanding
        was 13,848,204 with an additional 58,463 shares to be issued. During the
        period,
        the Company issued 1,500,873 common shares in connection with converted
        debentures (Note 7).
  **Note
        9 - Stock Options:**
  The
        Company records stock options as required by Statement of Financial Accounting
        Standards No. 123(R), “Share-Based Payments”. This Statement requires the
        Company “to measure the cost of employee services received in exchange for an
        award of equity instruments based on the grant-date fair value of the award.
        The
        cost will be recognized over the period during which an employee is required
        to
        provide service in exchange for the award.”
  (F14)
  During
        the period ended January 31, 2007, the Company issued options to an employee
        of
        the Company. The options granted total 400,000 shares of common stock with
        an
        option price of $.26 per share. The Company determined that the options issued
        had a value of $37,200 using the Black-Scholes pricing model and a thirty
        percent volatility factor at the date of grant. The options become vested
        over a
        period of three years and expire five years after the agreement date. No
        options
        had been exercised, forfeited or had expired as of January 31,
        2007.
  Compensation
        expense related to these options is recorded in the period in which the holders
        become vested. For the period ended January 31, 2007, $11,160 of compensation
        expense was recorded related to these options. Future compensation expense
        related to these options is expected to be as follows:
  Year
                  ending July 31,2008
              
              $
              11,1602009
              
              
              14,880Thereafter
              
              
              0$
              26,040
 
 **Note
        10 - Related Party Transactions:**
 
 During
        the period ended January 31, 2007, a limited liability company related through
        common ownership and another corporation that is a stockholder in the Company
        had made advances to the Company. Principal and interest of five percent
        is due
        on each note one year from the date of the note. The balance of these notes
        at
        January 31, 2007 is $248,856. Interest accrued on these notes through January
        31, 2007 is $4,806 and is included in accrued expenses.
 
 During
        the period ended January 31, 2007, a limited liability company that is related
        through common ownership has paid bills on behalf of the company. The Company
        expenses these costs with the liability being included in accounts payable.
        The
        total of these costs included in accounts payable are $27,738.
 
 **Note
        11 - Pro-Forma Financial Information:**
 
 The
        following pro-forma financial information summarizes the results of operations
        for the six months ended January 31, 2007, as if the merger with Crystal
        Hospitality Holdings, Inc. had been completed August 1, 2005:
 
 Six
                  Months Ended January 31, 2007
              
              Six
                  Months Ended January 31, 2006Net
                  revenues
              
              $
              55,693
              
              $
              332,488Operating
                  loss
              
              
              (3,236,851
              )
              
              (576,850
              )Loss
                  per share - basic and diluted
              
              
              (0.26
              )
              
              (0.05
              )
  (F15)
  **Note
        12 - Other Matters:**
 
 **Commitments
        and legal proceedings:**
 
 In
        March
        2006, the Company purchased intangible assets consisting of web sites, phone
        numbers, registered trademark names and a customer database from FS Suntours.
        Subsequent to the purchase, FS Suntours delayed turning over control of the
        phone numbers, websites and never released the customer database to the Company.
        In June 2006, FS Suntours was forced into bankruptcy by its creditors. Later,
        FS
        Suntours’ parent corporation filed voluntary bankruptcy proceedings. In July
        2006, as a result of the bankruptcy filings, legal proceedings resulting
        from
        the intangible asset purchase and the failure to gain control over the
        intangible assets, the Company recognized an impairment charge against the
        value
        of the intangible assets.
 
 Also
        in
        March 2006, the Company had entered into a service contract with a former
        vendor
        of FS Suntours in expectation of capitalizing on the benefits of the intangible
        assets mentioned above. This contract was a seven year contract with minimum
        base payments due in monthly installments for the service and an annual per
        passenger charge due in November of each year. Since the signing of the
        agreement in March 2006, no services have been provided by the vendor. As
        a
        result of the failure of FS Suntours to turn over the intangible assets and
        the
        bankruptcy filing mentioned above, the Company ceased accruing these service
        expenses in November 2006.
 
 **Unsecured
        creditors of the company:**
 
 The
        Company is delinquent with a number of unsecured creditors for which no payment
        arrangements exist or for which no agreement to forestall collection action
        has
        been agreed upon. Whenever feasible, the Company negotiates with these creditors
        to reach settlement agreements that are acceptable to the Company.
 
 As
        a
        result of the delinquencies and defaults, the Company may be subject to
        collection actions whenever agreements cannot be reached, including, but
        not
        limited to, litigation, foreclosure and/or seizure of assets and bank
        accounts.
 
 (F16)




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




We
      are a
      development stage company and as such, you should read the following discussion
      of the Company's business and results of operations in conjunction with the
      consolidated unaudited financial statements attached herein.





**Forward
      Looking Statements**





This
      portion of this Quarterly Report on Form 10-QSB includes statements that
      constitute "forward-looking statements." These forward-looking statements are
      often characterized by the terms "may," "believes," "projects," "expects,"
      or
      "anticipates," and do not reflect historical facts. Specific forward-looking
      statements contained in this portion of the Quarterly Report include, but are
      not limited to the Company's expectation that it will begin generating
      significant revenues from the sale of its products rather than from equity
      or
      debt financings. Forward-looking statements involve risks, uncertainties and
      other factors, which may cause our actual results, performance or achievements
      to be materially different from those expressed or implied by such
      forward-looking statements. Factors and risks that could affect our results
      and
      achievements and cause them to materially differ from those contained in the
      forward-looking statements include, but are not limited to the risks and
      uncertainties set forth below in the section titled "Risk Factors," as well
      as
      other factors that we are currently unable to identify or quantify, but may
      exist in the future.





In
      addition, the foregoing factors may affect generally our business, results
      of
      operations and financial position. Forward-looking statements speak only as
      of
      the date the statement was made. We do not undertake and specifically decline
      any obligation to update any forward-looking statements.





**Executive
      Overview and Financial Discussion**





On
      April
      17, 2006, we completed a reverse merger with Crystal Hospitality Holdings,
      Inc.
      The shareholders of Crystal acquired approximately 60.4% of our voting shares.
      As discussed in the Liquidity and Capital Resources section below, the new
      management has arranged for short term financing. Significant market risk exists
      as a result of our previously existing financial issues, the change in ownership
      and the change in business focus.







As
      of the
      date of the Quarterly Report, we have not gained complete control over the
      intangible assets associated with Crystal’s purchase of FS Suntours’
intellectual property. The customer database has not been delivered; the phone
      numbers and the trademarks are still in control of FS Suntours. Therefore,
      we
      recorded an asset impairment charge of $4,896,666 in relation to these assets
      for the year end July 31, 2006.





Our
      lack
      of complete control over the Suntrips assets has had a material impact on our
      business plan relating to the use of these assets. We have been able to operate
      and derive marginal revenue from the web portal. We are attempting to secure
      complete control of the intangible assets. On December 8, 2006, the United
      States Bankruptcy Court of the Western District of Texas entered an order
      requiring the return of the SunTrips assets in question, which we expected
      to
      occur no later than December 31, 2006 but due to the complexity of the
      bankruptcy case this has not yet occurred. iT is difficult to estimate when
      the
      assets will be returned. As of the date of this filing we have serious concerns
      as to whether we will be able to acquire any of the additional assets. In the
      event the assets are not returned, our operations will continue to be materially
      adversely affected and it increases the likelihood we will not continue as
      a
      going concern.





Due
      to
      the asset impairment and in attempt to maximize shareholder value, we have
      been
      developing a product we call “IntelliFares”. IntelliFares is owned by
      IntelliFares Limited, a registered company in the Democratic Republic of Ireland
      and is a wholly-owned subsidiary of ours. IntelliFares offers travelers who
      participate in predictable, recurring travel patterns, such as timeshare or
      second homeowners, college students, business travelers and the like will be
      able to purchase five years of future air travel at or below comparable open
      market air ticket prices, and fix that price for the five year period, by
      contracting with IntelliFares to arrange for the purchase of airfare on their
      behalf, after depositing the full five years of payment with IntelliFares.
      Deposits will be managed through a depository relationship with UBS AG. We
      are
      currently attempting to patent the business methodology underlying IntelliFaters
      as more fully described in both United States and International Patent
      Applications entitled “Subscription Management For Periodic Travel
      Services.”





In
      the
      event there is any market acceptance of IntelliFares, revenue for IntelliFares
      will be recognized from the assessment of an initial registration fee, a minimal
      account administration fee (currently planned at three percent of the initial
      five year deposit), and various exception fees, including cancellation charges.
      It is intended that the future growth in air ticket prices, if any, will be
      offset by income derived from the depository relationship with UBS. For the
      purpose of confidentiality and the maintenance of first mover advantage,
      complete details on how the product works from a financial perspective will
      be
      released after the product is fully launched, which is planned for late spring
      2007. Details will concurrently be made available to shareholders and the
      investing public. We hope to sell IntelliFares through distributors, as such
      consumers will be able to purchase it through traditional travel agents and
      time
      share operators (developers, vacation clubs, exchanges). The first such
      distributor is Flying Dutchmen Travel of Santa Rosa,
      California.







**Sources
      of Revenue**





On
      March
      10, 2006, Mobile Reach Technologies, Inc. entered into a License Agreement
      with
      Spectrum Mobile, Inc. whereby it licensed certain of its assets to Spectrum
      Mobile, including, but not limited to, its Splitwave Server, Splitwave Server
      Plug-In Modules, Splitwave Client for Blackberry, Splitwave Client for Windows
      and Pocket PC and Split Forms Wizard. The License Agreement provides for a
      sliding scale of 5% of license fees received by Spectrum Mobile for the first
      two years of the License Agreement, 4% of licenses fees for the third year
      of
      the License Agreement and 3% of licenses fees for the fourth year of the License
      Agreement. Due to unclear payment terms and the belief that we can obtain better
      financial terms from Spectrum Mobile, we are renegotiating the License Agreement
      and hope to have an amended agreement executed within the fiscal quarter ending
      April 30 th .





The
      License Agreement with Spectrum Mobile had the effect of significantly reducing
      our revenue as well operating expenses relating to the Mobile Reach Technology
      assets. Prior to the License Agreement, we received all of the license revenue
      associated with sales to customers. Under the terms of the License Agreement
      described above, we receive a much smaller percentage of the license revenues.
      However, we are not responsible for any of the operating costs associated with
      delivery of products and services to Spectrum Mobile customers.





Revenues
      for the quarter period November 1, 2006 to January 31, 2007 were generated
      from
      the sale of travel and travel related products. For the nine months ending
      January 31, 2007, revenue was composed of both travel related and MRI licensing
      activity. Ongoing licensing revenue, if any, will be recognized as per the
      terms
      of the amended License Agreement referenced above.





Our
      revenue stream for the travel operations are derived from commissions on sales
      of travel components (for example air tickets, hotel rooms, car rental, etc.),
      margins built into packages (for example air plus hotel plus transfers plus
      excursions), production overrides from travel product supplier sales and service
      fees.





**CRITICAL
      ACCOUNTING POLICIES**





In
      preparing the consolidated financial statements in conformity with accounting
      principles generally accepted in the United States, we make estimates,
      assumptions and judgments that can have a material impact on its net revenue,
      operating income and net income (loss), as well as on the value of certain
      assets on our consolidated balance sheet. We believe that the estimates,
      assumptions and judgments involved in the accounting policies described herein
      have the greatest potential impact on iour consolidated financial statements.
      We
      consider these to be its critical accounting policies. The policies described
      herein are not intended to be a comprehensive list of all our accounting
      policies. In many cases, the accounting treatment of a particular transaction
      is
      specifically dictated by generally accepted accounting principles, with no
      need
      for management judgment in their application. There are also areas in which
      management judgment in selecting any available alternative would not produce
      a
      materially different result. Our audited consolidated financial statements
      and
      notes thereto contain significant accounting policies and other disclosures
      required by generally accepted accounting principles. The accounting policies
      that are considered critical to an understanding of the consolidated financial
      statements are highlighted below.







**Results
      of Operations**





Revenues
      and expenses presented on the consolidated statement of income for January
      31,
      2007, represent the results of operations for Crystal International for the
      period November 1, 2006 through January 31, 2007, the results of operations
      for
      Crystal Hospitality Holdings, Inc. for the period November 1, 2005 through
      January 31, 2006, and the results of operations for Mobile Reach International,
      Inc. for the period November 1, 2005 through January 31, 2006.





**REVENUES** :





Our
      revenues for the Quarter ending January 31, 2007 were $27,869.00 and were
      generated from the travel related services provided as compared to revenues
      of
      $0.00 during the comparable Quarter ending January 31, 2006 when revenues were
      primarily comprise of licensing and services fees, which we recognize as revenue
      when the product or services are provided to the client. For the nine months
      ending January 31, 2007 revenue was $55,693, composed of the travel related
      revenue of $27,869 and license and fee revenue of $27,824 as compared to $0.00
      revenue for the prior year period. The unaudited consolidated financial data;
      is
      provided for comparative purpose only and does not claim to be indicative of
      our
      actual financial position or results carry forward operations.





**GENERAL
      AND ADMINISTRATIVE EXPENSES** :





Combined
      general and administrative expenses of Crystal for the Quarter ended January
      31,
      2007 were $762,246 representing an increase of 282% over Mobile Reach
      International's $199,377 for the three-month period ended January 31, 2006.
      General and administrative consisting primarily of compensation, Professional
      fees including both legal and accounting, costs associated with Securities
      agreements and compliance reporting. The increase in general and administration
      reflects the increase in professional fees associated with the salaries of
      personnel, professional and legal fees associated with litigation, and
      development costs associated with IntelliFaresTM.





**LIQUIDITY
      AND CAPITAL RESOURCES**





As
      of
      January 31,  2007, we
      had an accumulated deficit of $12,561,451 and a working capital deficit of
      $3,215,616. Our independent auditors, who audited our financial statements
      for
      the period ended July 31, 2006, expressed substantial doubt about our ability
      to
      continue as a going concern given our recurring losses from operations, negative
      working capital and net stockholders' deficit.







As
      a
      result of our recent bridge financing described below, we believe we have
      adequate cash resources to last to the end of April 2007. We are currently
      burning $150,000 per month and our goal is to begin generating sufficient
      revenues to support operations by April 2007. However, it does not appear this
      will occur. As such, we anticipate we will need an additional $1 to $2 million
      debt or equity financing to implement our business plan over the next six to
      eighteen months. We cannot be certain of the terms and conditions under which
      such capital could become available, if at all.





**OTHER
      SIGNIFICANT MATTERS**





On
      July
      3, 2006 the Company executed a financing agreement whereby the company issued
      notes convertible into Company’s common shares and warrants for additional
      common shares of the Company. The agreement provided for a total investment
      of$2,000,000, of which $700,000 was received by the Company on July 3, 2006,
      and
      an additional $600,000 was received by the Company on August 3, 2006. The
      Company has filed a registration statement which includes the shares issue
      able
      by the Company upon conversion of the outstanding notes which became effective
      on January 19, 2007. The Company received the remaining balance of $700,000
      on
      February 1, 2007.


**Item
      3. Controls and Procedures.**





**EVALUATION
      OF OUR DISCLOSURE CONTROLS AND PROCEDURES**





As
      of the
      end of the period covered by this report, we carried out an evaluation of the
      effectiveness of the design and operation of our disclosure controls and
      procedures (as defined in Exchange Act Rule 13-d-15(e) and 15d-15(e)). Based
      upon that evaluation and management's assessment of the potential effect of
      the
      material weakness described below, our Chief Executive Officer (and Principal
      Accounting Officer) concluded that as of the end of the period covered by this
      Quarterly Report on Form 10-QSB our disclosure controls and procedures were
      effective to enable us to record, process, summarize and report information
      required to be included in our periodic SEC filings within the required time
      period.




**DISCLOSURE
      CONTROLS AND INTERNAL CONTROLS**





Disclosure
      Controls are procedures that are designed with the objective of ensuring that
      information required to be disclosed in our reports filed under the Securities
      Exchange Act of 1934 ("Exchange Act"), such as this quarterly report, is
      recorded, processed, summarized and reported within the time periods specified
      in the SEC's rules and forms. Disclosure Controls are also designed with the
      objective of ensuring that such information is accumulated and communicated,
      as
      appropriate to allow timely decisions regarding required disclosure. Internal
      Controls are procedures which are designed with the objective of providing
      reasonable assurance that (1) our transactions are properly authorized, recorded
      and reported; and (2) our financial statements are presented in conformity
      with
      generally accepted accounting principles.












Our
      company is not an accelerated filer (as defined in the Securities Exchange
      Act)
      and is currently not required to deliver management's report on our internal
      control over financial reporting until our fiscal year ended July 31st,
      2005.




**PART
      II - OTHER INFORMATION**




**Item
      1. Legal Proceedings.**




From
      time
      to time the Company subject to litigation which, if successful, could exceed
      applicable insurance coverage. With the exception of the below, the Company
      is
      not currently a party to any legal proceedings which are not incidental to
      the
      Company’s routine business or that the Company believes will have a material
      adverse affect on its results of operations.




On
      July 26, 2006 in the United States District Court for the Middle District
      of Florida, Michael J. Hewitt filed a Complaint and Demand for Jury Trial
      against the Company alleging that on or about August 4, 2004 he was
      terminated by the Company without just cause. Mr. Hewitt is seeking
      approximately $1.1 million in damages. The Company believes this suit to be
      without merit and plan to defend it vigorously.




**Item
      1A. Risk Factors.**




The
      following are additional risk factors the Company faces. These should be read
      in
      connection with the entire set of risk factors set forth in the Company's Annual
      Report for the year ended July 31, 2006 filed on Form 10-KSB on November 14,
      2006 with the Securities and Exchange Commission.




**We
      have been unable to gain complete control of the SunTrips, and are continued
      inability may have a materially adverse impact on our
      operations.**




As
      of the
      date of the Quarterly Report, we have not gained complete control over the
      intangible assets associated with our purchase of FS Suntours’ intellectual
      property. The customer database has not been delivered; the phone numbers and
      the trademarks are still in control of FS Suntours. Therefore, we recorded
      an
      asset impairment charge of $4,896,666 in relation to these assets for the year
      ended July 31, 2006. Our lack of complete control over the Suntrips assets
      has
      had a material impact on our business plan relating to the use of these assets.
      We have been able to operate and derive marginal revenue from the web portal.
      We
      are attempting to secure complete control of the intangible assets. On December
      8, 2006, the United States Bankruptcy Court of the Western District of Texas
      entered an order requiring the return of the SunTrips assets in question, which
      we expected to occur no later than December 31, 2006 but due to the complexity
      of the bankruptcy case this has not yet occurred. While it is difficult to
      estimate when the assets will be returned, we hope to have them no later than
      June 30, 2007. In the event the assets are not returned, our operations will
      continue to be materially adversely affected and increases the likelihood we
      will not continue as a going concern.







**Due
      to the fact we do not have complete control of the SunTrips assets, we have
      developed a product called IntelliFares. If IntelliFares is not widely accepted
      in the marketplace, it will have a material adverse affect on our
      operations.**





We
      believe IntelliFares to be a unique and novel product for travelers. However,
      in
      order for it to be successful, it will need to be adopted by a significant
      portion of predictable, pattern travelers. In the event it is not accepted
      by
      predictable, pattern travelers, it will have a materially adverse affect on
      our
      business operations.




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





Not
      applicable.




**Item
      3. Defaults Upon Senior Securities.**





Not
      applicable.




**Item
      4. Submission of Matters to a Vote of Security Holders.**





Not
      applicable.




**Item
      5. Other Information.**





Not
      applicable.





**Item
      6. Exhibits and Reports on Form 8-K.**




Exhibit
              Number
            
            Description31
            
            Certification
                pursuant to SEC Release No. 33-8238, as adopted pursuant to Section
                302 of
                the Sarbanes-Oxley Act of 200232
            
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002









**SIGNATURES**




In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.


Date:
                July 2, 2007
            By:
            /s/*Fabrizzio
                Busso Campana*Fabrizzio
                Busso Campana
              Chief
                Executive Officer