UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-Q /A





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





For the quarterly period ended March 31, 2012





 ̈
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: 333-174703





PRIME TIME TRAVEL, INC.


(Exact name of registrant as specified in its charter)





Delaware

80-0671280(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)





809 Heavenly Lane, Cincinnati, OH 45238


(Address of principal executive offices, including zip code)





Tel: (513)-252-1577


(Registrant’s telephone number, including area code)





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 xNo o




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Yes  ̈No  ̈




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





Large accelerated filer
 ̈
Accelerated filer
 ̈Non-accelerated filer
 ̈
Smaller reporting company
x





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




As of May 4, 2012 there were issued and outstanding 8,000,000 shares of Common Stock, $0.000001  par value.







EXPLANATORY NOTE
 
 Prime Time Travel, Inc. (the “Company”) is filing this amendment (the Form 10-Q/A) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (the Form 10-Q), filed with the U.S. Securities and Exchange Commission on May 9, 2012, solely to correct errors which includes shell status in the Form 10-Q.
 
 The cover page of the Form 10-Q did not properly reflect the shell status. The Company inadvertently failed to check “no” as to the shell status on the 10-Q filing. This amendment now reflects the correct status of the Company. The amendment also confirms that this Company is not and has never been a shell company.
 
 This Form 10-Q/A should be read in conjunction with the original Form 10-Q, which continues to speak as of the date of the Form 10-Q. Except as specifically noted above, this Form 10-Q/A does not modify or update disclosures in the original Form 10-Q. Accordingly, this Form 10-Q/A does not reflect events occurring after the filing of the orignal Form 10-Q on May 9, 2012 or modify or update any related or other disclosures.
 
 
 
 Table of Contents
 FORM 10-Q
 PRIME TIME TRAVEL, INC.
 INDEX
  PageNumberPART I.  FINANCIAL INFORMATION


1Balance Sheets


F-1Statements of Operations For the Three Months Ended March 31, 2012 and 2011 (unaudited)


F-2Statements of Changes in Stockholders’ Equity for the Period from November 23, 2010 (inception) through March 31, 2012 (unaudited)


F-3Statements of Cash Flows For the Three Months Ended March 31, 2012 and 2011 (unaudited)


F-4Notes to Unaudited Financial Statements (unaudited)


F-5Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations


2Item 3.
Quantitative and Qualitative Disclosures About Market Risk


5Item 4.
Controls and Procedures


5PART II.  OTHER INFORMATION


6Item 1.
Legal Proceedings


6Item 1A.
Risk Factors


6Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds


6Item 3.
Defaults Upon Senior Securities


6Item 4.
Mine Safety Disclosure


6Item 5.
Other Information


6Item 6.
Exhibits


7SIGNATURES


8
  
 
 PART I.  FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS




Prime Time Travel, Inc.





March 31, 2012 and 2011





Index to the Financial Statements


Contents

Page(s)Balance Sheets at March 31, 2012 (Unaudited) and December 31, 2011


F-1Statements of Operations for the Three Months Ended March 31, 2012 and 2011 (Unaudited)


F-2Statement of Stockholders’ Equity (Deficit) for the Period from November 23, 2010 (inception) through March 31, 2012 (Unaudited)


F-3Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011 (Unaudited)


F-4Notes to the Financial Statements (Unaudited)


F-5
  1
 
 
 Prime Time Travel, Inc.
 Balance Sheets
  March 31, 2012


December 31, 2011(Unaudited)ASSETSCURRENT ASSETS:Cash

$
251


$
12,012Total Current Assets


251



12,012Total Assets

$
251


$
12,012LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIES:Accounts payable and accrued expenses

$
-


$
607Total Current Liabilities


-



607STOCKHOLDERS' EQUITY:Preferred stock at $0.000001 par value: 5,000,000 shares authorized;none issued or outstanding


-



-Common stock at $0.000001 par value: 95,000,000 shares authorized,8,000,000 shares issued and outstanding


8



8Additional paid-in capital


39,998



39,998Accumulated deficit


(39,755
)


(28,601
)Total Stockholders' Equity


251



11,405Total Liabilities and Stockholders' Equity

$
251


$
12,012
 See accompanying notes to the financial statements.
  F-1
  Prime Time Travel, Inc.
 Statements of Operations
 For the Three Months


For the Three MonthsEnded


EndedMarch 31, 2012


March 31, 2011(Unaudited)


(Unaudited)NET REVENUES

$
-


$
-COST OF REVENUES


-



-GROSS PROFIT


-



-OPERATING EXPENSES:Professional fees


8,440



15,449General and administrative expenses


2,714



6,333Total operating expenses


11,154



21,782LOSS BEFORE INCOME TAX PROVISION


(11,154
)


(21,782
)INCOME TAX PROVISION


-



-NET LOSS

$
(11,154
)

$
(21,782
)NET LOSS PER COMMON SHARE - BASIC AND DILUTED:

$
(0.00
)

$
(0.00
)Weighted average common shares outstanding - basic and diluted


8,000,000



6,000,000
 See accompanying notes to the financial statements
  F-2
  Prime Time Travel, Inc.
 Statement of Stockholders' Equity (Deficit) For the Period from November 23, 2010 (Inception) through March 31, 2012 (Unaudited)
 Common Stock, $0.000001 Par Value








TotalNumber

of Shares


Amount


Additional

Paid-in Capital


Accumulated

Deficit


Stockholders'

Equity (Deficit)Balance, November 23, 2010 (inception)


-


$
-


$
-


$
-


$
-Common stock issued to president as compensationon December 15, 2010 at par value of $0.000001


6,000,000



6











6Net loss














(613
)


(613
)Balance, December 31, 2010


6,000,000



6



-



(613
)


(607
)Sale of common stock from March 14, 2011 throughJune 30, 2011 at $0.02 per share


2,000,000



2



39,998







40,000Net loss














(27,988
)


(27,988
)Balance, December 31, 2011


8,000,000



8



39,998



(28,601
)


11,405Net loss














(11,154
)


(11,154
)Balance, Mach 31, 2012


8,000,000


$
8


$
39,998


$
(39,755
)

$
251
 See accompanying notes to the financial statements.
  F-3
  Prime Time Travel, Inc.
 
 Statements of Cash Flows
 For the Three Months


For the Three MonthsEnded


EndedMarch 31, 2012


March 31, 2011(Unaudited)


(Unaudited)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(11,154
)

$
(21,782
)Adjustments to reconcile net loss to net cash provided by (used in) operating activitiesChanges in operating assets and liabilities:Accounts payable and accrued expenses


(607
)


(25
)Customer deposits


-



21,830Common stock payable


-



12,250NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES


(11,761
)


12,273CASH FLOWS FROM FINANCING ACTIVITIES:Amounts received from (repayments made to) related party


-



14,500NET CASH PROVIDED BY FINANCING ACTIVITIES


-



14,500NET CHANGE IN CASH


(11,761
)


26,773Cash at beginning of period


12,012



6,825Cash at end of period

$
251


$
33,598SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:Interest paid

$
-


$
-Income tax paid

$
-


$
-
 See accompanying notes to the financial statements.
  F-4
 Prime Time Travel, Inc.


March 31, 2012 and 2011


Notes to the Financial Statements


(Unaudited)





Note 1 - Organization and Operations





Prime Time Travel, Inc. (the “Company”) was incorporated on November 23, 2010 under the laws of the State of Delaware.





The Company is a sports travel company that creates and manages trips to destination locations for youth basketball teams.  The Company organizes all aspects of tours, including flights, hotels, meals, ground transportation and local competition.  The Company anticipates providing these services to accommodate tours domestically and internationally.





Note 2 - Summary of Significant Accounting Policies





Basis of Presentation – Unaudited Interim Financial Information





The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented.  Interim results are not necessarily indicative of the results for the full year.  These unaudited interim financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2011 and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2012.





Use of Estimates and Assumptions





The preparation of financial statements in conformity with generally accepted accounting principles 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.





The Company’s significant estimates and assumptions include the fair value of financial instruments; revenue recognized or recognizable; income tax rate, income tax provision, deferred tax assets and the valuation allowance of deferred tax assets, and the assumption that the Company will continue as a going concern.  Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.





Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.





Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.  Actual results could differ from those estimates.




F-5





Fair Value of Financial Instruments





The Company follows paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments and paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:





Level 1

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.Level 2

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.Level 3

Pricing inputs that are generally observable inputs and not corroborated by market data.





Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.





The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.





The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments.





Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.





It is not, however, practical to determine the fair value of advances from stockholders due to their related party nature.





Cash Equivalents





The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.




F-6





Related Parties





The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.





Pursuant to Section 850-10-20 the Related parties include a. affiliates of the Company; b.  Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.





The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include:  (i) the nature of the relationship(s) involved ;(ii) adescription of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (iii) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (iv) aamounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.





Commitment and Contingencies





The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.  The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.  In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.





If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements.  If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.





Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.  Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.




F-7





Revenue Recognition





The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company will recognize revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.





Income Tax Provision





The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income and Comprehensive Income in the period that includes the enactment date.





The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes.  Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.





The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.





Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.





Uncertain Tax Positions





The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the interim period ended March 31, 2012 or 2011.




F-8





Net Income (Loss) per Common Share





Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through stock options and warrants.





There were no potentially outstanding dilutive common shares for the interim period ended March 31, 2012 or 2011.





Cash Flows Reporting





The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.





Subsequent Events





The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.





Recently Issued Accounting Pronouncements





FASB Accounting Standards Update No. 2011-05





In June 2011, the FASB issued the FASB Accounting Standards Update No. 2011-05 “Comprehensive Income” (“ASU 2011-05”), which was the result of a joint project with the IASB and amends the guidance in ASC 220, Comprehensive Income,by eliminating the option to present components of other comprehensive income (OCI) in the statement of stockholders’ equity. Instead, the new guidance now gives entities the option to present all non-owner changes in stockholders’ equity either as a single continuous statement of comprehensive income or as two separate but consecutive statements. Regardless of whether an entity chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the amendments require entities to present all reclassification adjustments from OCI to net income on the face of the statement of comprehensive income.





The amendments in this Update should be applied retrospectively and are effective for public entity for fiscal years, and interim periods within those years, beginning after December 15, 2011.




F-9





FASB Accounting Standards Update No. 2011-08





In September 2011, the FASB issued the FASB Accounting Standards Update No. 2011-08 “Intangibles—Goodwill and Other: Testing Goodwill for Impairment” (“ASU 2011-08”).This Update is to simplify how public and nonpublic entities test goodwill for impairment. The amendments permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. Under the amendments in this Update, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount.





The guidance is effective for interim and annual periods beginning on or after December 15, 2011. Early adoption is permitted.





FASB Accounting Standards Update No. 2011-10





In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-10 “Property, Plant and Equipment: Derecognition of in Substance Real Estate-a Scope Clarification” (“ASU 2011-09”).This Update is to resolve the diversity in practice as to how financial statements have been reflecting circumstances when parent company reporting entities cease to have controlling financial interests in subsidiaries that are in substance real estate, where the situation arises as a result of default on nonrecourse debt of the subsidiaries.





The amended guidance is effective for annual reporting periods ending after June 15, 2012 for public entities. Early adoption is permitted.





FASB Accounting Standards Update No. 2011-11





In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS.





The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.





FASB Accounting Standards Update No. 2011-12





In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-12“Comprehensive Income:  Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05” (“ASU 2011-12”).This Update is a deferral of the effective date pertaining to reclassification adjustments out of accumulated other comprehensive income in ASU 2011-05. FASB is to going to reassess the costs and benefits of those provisions in ASU 2011-05 related to reclassifications out of accumulated other comprehensive income. Due to the time required to properly make such a reassessment and to evaluate alternative presentation formats, the FASB decided that it is necessary to reinstate the requirements for the presentation of reclassifications out of accumulated other comprehensive income that were in place before the issuance of Update 2011-05.





All other requirements in Update 2011-05 are not affected by this Update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011.




F-10





Other Recently Issued, but not yet Effective Accounting Pronouncements





Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.





Note 3 – Going Concern





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.





As reflected in the accompanying financial statements, the Company had an accumulated deficit at March 31, 2012, a net loss and net cash used in operating activities for the interim period then ended, respectively.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.





While the Company is attempting to commence operations and generate sufficient revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations.  Management intends to raise additional funds by way of a public or private offering.  Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern.  While the Company believes in the viability of its strategy to generate sufficient revenues and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.





The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.





Note 4 - Related Party Transactions





Free Office Space





The Company has been provided office space by an officer of the Company at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.





Note 5 - Subsequent Events





The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported.  The Management of the Company determined that there were no reportable subsequent events to be disclosed.




F-11




ITEM 2.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





The following discussion should be read in conjunction with our unaudited financial statements and the related notes that appear elsewhere in this Form 10-Q. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this Form 10-Q.





Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.





General





We were incorporated in the state of Delaware on November 23, 2010.  We are a sports travel company that creates and manages trips to destination locations for youth basketball teams.  We organize all aspects of tours, including flights, hotels, meals, ground transportation and local competition.  We anticipate providing these services to accommodate tours domestically and internationally.





Results of Operations





Three month period ended March 31, 2012 compared with the three month period ended March 31, 2011




We are an early stage company that has generated limited revenue and has had limited operations to date.





Revenues – During the three month period ended March 31, 2012 and March 31, 2011, we did not generate any revenues.





Operating Expenses –Duringthe three month period ended March 31, 2012, our operating expenses were primarily comprised of professional fees in the amount of $8,440 and general and administrative expenses in the amount of $2,714.  Duringthe three month period ended March 31, 2011, our operating expenses primarily consisted of professional fees in the amount of $15,449 and general and administrative expenses of $6,333, which expenses were incurred in relation to the filing of our registration statement on Form S-1.





Net Loss - During the three month period ended March 31, 2012, we incurred a net loss in the amount of $11,154 compared to $21,782 for the three month period ended March 31, 2011.  The net loss incurred during the three month period ended March 31, 2011 is attributable to the expenses incurred in relation to the filing of our registration statement on Form S-1.




2





Plan of Operations





During the next 12-month period, we will focus on business development and executing the initial stage of our marketing effort. We will seek to increase our customer base by cost-effectively acquiring new customers and increasing our market share in the rapidly growing online travel industry.





Our initial focus during the year 2012 has been to expose potential future participants to the benefits of our tours. We have posted photos, videos and testimonials from our 2011 tour online on our website and have implemented a digital campaign through email and other online social networks to reach as many potential customers as possible.  We are exploring the feasibility of offering an “early bird” special for the 2012 tour.





During the first quarter of 2012, we utilized our network of contacts in the high school coaching ranks to publicize our 2012 tour. We have also continued to promote our online component with e-blasts and continued promotion of our webpage through all promotional avenues.





Beginning in the start of the second quarter of 2012, we began to finalize the development of our online presence and expanded our marketing initiatives. We expect that the projected marketing costs will be approximately $500.00 and the projected costs associated with our online component will be approximately $1,150.





In the third quarter of 2012, we will seek to launch our new website and fully activate our marketing plan. We expect that the projected marketing costs will be approximately $1,000 and the projected costs associated with our online component will be approximately $800.00.





We are also in the process of attempting to organize a greater number of trips to be conducted during the year 2012 when compared to 2011, specifically:





1.
Tour Scheduled for June 11-19, 2012 to Geneva, Switzerland -We are planning to offer an 8 day trip to Geneva, Switzerland for both boys and girls basketball teams.  For this particular trip, we have been working to secure a fixed-fee arrangement with various airlines and hotels.  In addition, We are currently in the process of putting together our game schedule and list of sights to see while in Geneva.





2.
Tour Scheduled for June 25-July 3, 2012 to Kona, Hawaii -  In cooperation with the head of the boys and girls soccer teams at Daviess County High School in Owensboro, KY, We are planning to conduct a tour to Kona, Hawaii for boys and girls basketball and boys and girls soccer teams.  We have secured bids for round-trip tickets from Louisville, KY to Kona.  In addition, we are in the process of arranging for accommodations at the Royal Kona Hotel.





3.
Tour Scheduled for July 7-14, 2012 to Nassau, Bahamas - Through the efforts of our director and secretary, Jon Albaugh, and a local basketball promoter in Louisville, KY, we are planning to conduct a tour to Nassau, Bahamas for boys and girls basketball teams.  We are also planning to arrange for some of the exhibition games to be played in the newly renovated Kendal Isaacs National Gymnasium in Nassau, Bahamas.  We intend to seek bids for roundtrip tickets from Louisville, KY to Nassau, Bahamas and are in discussions with various beachside resorts for accommodations during such trip.





We are also in the process of arranging for a number of coaches to participate in the tours specified above.




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At the present time, there are an insufficient number of participants for the tours discussed above and as such, we may have no other recourse but to suspend these trips unless and until such time as a sufficient number of participants take part in such tours.





We further intend to focus on the following steps for the next 12 months in order to generate additional revenues for our Company:





1) Grow tour participation through expanded marketing initiatives and advertising campaigns; we expect that the relevant expenses will be approximately $5,000.





2) Expand digital presence through our website and use of social media; we expect that the relevant expenses will be approximately $10,000.





3) Add two additional staff members as revenues increase with a focus on marketing and tour management; we expect that the aggregate annual salary to be paid to such staff members will be approximately $60,000 or $30,000 for each staff member.





4) Expand tours to include soccer in addition to basketball;





5) Create new travel partnerships to lower costs on each participant allowing for a higher net per person; and





6) Add corporate sponsors for each tour that will receive advertising opportunities through the tours and directly targeted toward the 15-25 yr. old demographic of our participants.





We further intend to expand our tour offering within the next twenty-four months to include boys and girls volleyball and further, to include baseball and softball tour packages within thirty-six months after becoming a public company.  We also plan to expand our tours beyond Hawaii as our sole destination during the next three years.





Liquidity and Capital Resources





We are an early stage company with limited operating history. We have not generated revenues for the three month period ended March 31, 2012.  There is a limited operating history by which to evaluate the likelihood of our success or our ability to exist as a going concern.





We currently do not have sufficient capital to enable us to continue to execute our business plan beyond the next twelve (12) months. Based on our estimated expenses, we anticipate that our current capital will only be sufficient for the next five (5) months.  At the present time, we do not have plans to seek additional financing in order to conduct the business described herein.   It is intended that cash on hand and revenues generated will be used to pay our expenses and our President has committed, in writing, to fund and any shortfall we may incur until December 2012 of up to $50,000. Payment for some of our expenses and services may be in shares of our common stock. We can offer no assurance that we will be successful in offering our services. In addition, any number of factors may impact our ability to further develop and expand our services, including our ability to obtain financing if and when necessary; market acceptance of our services; and our ability to gain a sufficient market share.  Our business will fail if we cannot successfully implement our business plan or if we cannot develop or successfully market our services.





We can offer no assurance that we will be successful in developing and offering our services.  Any number of factors may impact our ability to develop our services, including our ability to obtain financing if and when necessary; the availability of skilled personnel; market acceptance of our services, if they are developed; and our ability to gain market share.  Our business will fail if we cannot successfully implement our business plan or if we cannot develop or successfully market our services.




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Going Concern Consideration





The report of our independent registered accounting firm expresses concern about our ability to continue as a going concern based on the absence of significant revenues, recurring losses from operations, and our need for additional financing in order to fund our projected loss during the remainder of 2012.





Off-Balance Sheet Arrangements





We have no off-balance sheet arrangements.





ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





We are a smaller reporting company as defined by Rule 12b-2 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") and are not required to provide the information required under this item.





ITEM 4. CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures





Management, under the supervision and with the participation of our Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), have evaluated the effectiveness of our disclosure controls and procedures (“Disclosure Controls”) as defined in Rules 13a-15 promulgated under the Exchange Act, as of the end of the period covered by this Quarter Report (the “Evaluation Date”). Based on such evaluation, our PEO and PFO have concluded that as of the Evaluation Date, our Disclosure Controls were effective to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC and that material information relating to our Company is made known to management, including the PEO and the PFO, particularly during the period when our periodic reports are being prepared, to allow timely decisions regarding required disclosure.





Changes in Internal Control over Financial Reporting





There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




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PART II.  OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS





There are no pending, nor to our knowledge threatened, legal proceedings against us.





ITEM 1A. RISK FACTORS









We may not have a sufficient number of participants for our planned or scheduled tours, in which event we will have to suspend or cancel such tours, which will affect our ability to generate revenues.
 
 We can provide no assurance that we will be able to successfully market our tours or that we will have a sufficient number of participants for such tours.  If we do not obtain an adequate number of registrants, we may have to cancel or suspend our planned or scheduled tours for an indeterminate amount of time, in which event, we may not generate a sufficient amount of revenue to sustain our business operations.
 
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





None.





ITEM 3. DEFAULTS UPON SENIOR SECURITIES





None.





ITEM 4. MINE SAFETY DISCLOSURE




Not Applicable





ITEM 5. OTHER INFORMATION





None.




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ITEM 6. EXHIBITS





The following exhibits are filed herewith:





Exhibit No.

Description of Exhibits Filed with this Statement31(a)

Certification Pursuant to Rule 13a-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Andrew M. Listerman







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SIGNATURES





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





PRIME TIME TRAVEL, INC. (Registrant)Dated: July 30, 2012
By:
/s/ Andrew M. ListermanAndrew M. ListermanChief Executive Officer and President