SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

|X|   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

                For the quarterly period ended September 30, 2007

|_|   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 000-29245

                             UNIVERSAL TRAVEL GROUP
           ----------------------------------------------------------
           (Exact name of small business as specified in its charter)

                       Nevada                            90-0296536
           -------------------------------             --------------
           (State or other jurisdiction of             (IRS Employer
           incorporation or organization)              Identification
                                                          Number)

       Shennan Road, Hualian Center room 301 - 309, Shenzhen, PR of China
       ------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (646) 200-6314
                ------------------------------------------------
                (Issuer's telephone number, including area code)

             10940 Wilshire Blvd. Suite 1600, Los Angeles, CA 90024
           -----------------------------------------------------------
           Former Name or Former Address, if Changed Since Last Report

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

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

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 35,686,050 shares of Common
Stock, $.001 per share, as of November 7, 2007.

Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                                TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm                        3

Consolidated Balance Sheets                                                    4

Consolidated Statements of Income                                          5 - 6

Consolidated Statements of Cash Flows                                      7 - 8

Consolidated Statements of Stockholders Equity                                 9

Notes to Consolidated Financial Statements                               10 - 18


                                       2
<PAGE>

MORGENSTERN, SVOBODA & BAER, CPA's, P.C.

CERTIFIED PUBLIC ACCOUNTANTS
40 Exchange Place, Suite 1820
New York, N.Y.10005
TEL: (212) 925-9490
FAX: (212) 226-9134
E-MAIL: MSBCPAS@gmail.com

             Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders of
Universal Travel Group

We have reviewed the accompanying consolidated balance sheets of Universal
Travel Group as of September 30, 2007 and the consolidated statements of
operations for the nine months ended September 30, 2007 & 2006 and consolidated
statements of cash flows and shareholders equity for the nine months then ended.
These financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with standards
of the Public Company Accounting Oversight Board (United States), the objective
of which is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying interim financial statements referred to above for
them to be in conformity with accounting principles generally accepted in the
United States of America.

We have previously audited, in accordance with auditing standards of the Public
Company Accounting Oversight Board (United States), the consolidated balance
sheet of Universal Travel Group as of December 31, 2006 and the related
consolidated statements of income retained earnings and comprehensive income,
and consolidated statements of cash flows for the year then ended; and in our
report dated March 12, 2007 we expressed an unqualified opinion on those
financial statements. In our opinion, the information set forth in the
accompanying consolidated balance sheet as of December 31, 2006, is fairly
stated, in all material respects, in relation to the consolidated balance sheet
from which it has been derived.

Morgenstern, Svoboda & Baer CPA's P.C.
Certified Public Accountants

New York, N.Y.
November 5, 2007


                                       3
<PAGE>

                             UNIVERSAL TRAVEL GROUP
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 2007 and DECEMBER 31, 2006

                                     ASSETS             2007            2006
                                                    ------------    ------------
Current Assets
Cash and cash equivalents                           $  2,728,860    $  1,043,555
Accounts Receivable                                    3,409,310          18,788
Acquisition Deposit                                      593,342       2,881,823
Loans Receivable                                         731,494         661,158
Due from Shareholders                                    776,180              --
Trade Deposit                                            905,953         959,605
Advances                                               2,246,443       1,831,558
Refundable Deposits                                       34,518          34,004
Prepaid expenses and other receivables                    13,090          31,842
                                                    ------------    ------------
Total Current Assets                                  11,439,190       7,462,333

Property & equipment, net                                 97,633          51,555
Intangible assets                                         26,759          49,938
Goodwill                                               7,477,233              --
                                                    ------------    ------------
                                                       7,601,625         101,493
                                                    ------------    ------------

Total Assets                                        $ 19,040,815    $  7,563,826
                                                    ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Notes payable - Bank                                $  1,289,873    $         --
Accounts payable and accrued expenses                  3,638,978       3,391,229
Income tax payable                                       591,465         263,850
                                                    ------------    ------------
Total Current Liabilities                              5,520,316       3,655,079

Stockholders' Equity

Common stock, $.001 par value, 70,000,000
shares authorized, 35,686,050 issued and outstanding      35,686          30,450
Additional paid in capital                             4,260,177         332,013
Other comprehensive income                               329,709         103,811
Statutory Reserve                                         80,458              --
Retained earnings                                      8,814,469       3,442,473
                                                    ------------    ------------
Total Stockholders' Equity                            13,520,499       3,908,747
                                                    ------------    ------------
Total Liabilities and Stockholders' Equity          $ 19,040,815    $  7,563,826
                                                    ============    ============

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


                                       4
<PAGE>

                             UNIVERSAL TRAVEL GROUP
                        CONSOLIDATED STATEMENTS OF INCOME
                     FOR THE NINE MONTHS ENDED SEPTEMBER 30,

                                                      2007             2006
                                                  ------------     ------------
Revenues                                          $ 34,336,927     $  3,197,667
Cost of services                                    24,956,917               --
                                                  ------------     ------------
Gross profit                                         9,380,010        3,197,667
Selling, General and administrative expenses         2,222,407          966,186
Stock Based Compensation                               633,360               --
                                                  ------------     ------------
                                                     2,855,767          966,186
                                                  ------------     ------------
Income from operations                               6,524,243        2,231,481
                                                  ------------     ------------

Other (Income) Expense                                      --          (23,550)
Interest income                                        (17,783)         (10,100)
Interest expense                                        42,724            2,044
                                                  ------------     ------------
Total Other (Income) Expense                            24,941           31,606
                                                  ------------     ------------
Income before income taxes                           6,499,302        2,263,087

Provision for income taxes                           1,127,306          339,597
                                                  ------------     ------------
Net income                                        $  5,371,996     $  1,923,490
                                                  ============     ============

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


                                       5
<PAGE>

                             UNIVERSAL TRAVEL GROUP
                        CONSOLIDATED STATEMENTS OF INCOME
                    FOR THE THREE MONTHS ENDED SEPTEMBER 30,

                                                      2007             2006
                                                  ------------     ------------
Revenues                                          $ 20,351,424     $  1,505,068
Cost of services                                    15,845,845               --
                                                  ------------     ------------
Gross Profit                                         4,505,579        1,505,068
Selling, General and administrative expenses           812,464          398,236
                                                  ------------     ------------
Income from operations                               3,693,115        1,106,832
                                                  ------------     ------------

Other (Income) Expense                                      --          (23,550)
Interest income                                         (2,955)          (1,745)
Interest expense                                        21,442              331
                                                  ------------     ------------
Total Other (Income) Expense                            18,487          (24,964)
                                                  ------------     ------------
Income before income taxes                           3,674,628        1,131,796

Provision for income taxes                             608,153          169,163
                                                  ------------     ------------
Net income                                        $  3,066,475     $    962,633
                                                  ============     ============

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


                                       6
<PAGE>

                             UNIVERSAL TRAVEL GROUP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007

                                                      2007             2006
                                                  ------------     ------------
CASH FLOWS FROM OPERATING ACTIVITIES

Net Income                                        $  5,371,996     $  1,923,490
Adjustments to reconcile net income to net cash
provided by operating activities:                           --               --
Depreciation and amortization                           60,269           31,158
Stock based compensation                               633,360               --
(Increase) / decrease in assets:                            --               --
Accounts receivable                                 (1,982,708)         (86,274)
Loans Receivable                                        19,760               --
Advances                                              (414,885)              --
Due from shareholder                                   729,173          642,608
Loans Shareholders
Prepaid expenses                                        18,752         (105,134)
Trade deposits                                          53,652          (11,828)
Deposits                                                  (514)          (1,390)
Increase / (decrease) in current liabilities:
Accounts payable and accrued expenses                  613,482         (372,100)
Income tax payable                                     209,551           13,647
                                                  ------------     ------------
Total Adjustments                                      (60,108)         110,687
                                                  ------------     ------------

Net cash provided by(used in) operating activities   5,311,888        2,034,177
                                                  ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property & equipment                       (50,024)         (22,584)

Paid for Acquisition - net of cash acquired         (7,278,434)              --

Acquisition deposits                                 2,288,481       (1,785,956)
Cash of merged subsidiary                                   --        1,162,306
                                                  ------------     ------------
Net cash used by Investing activities               (5,039,977)        (646,234)
                                                  ============     ============
CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from bank loan - net                        1,289,873               --
                                                  ------------     ------------
Net cash provided by financing activities            1,289,873               --
                                                  ------------     ------------
Effect of exchange rate changes on cash and
  cash equivalents                                     123,521           47,726
                                                  ------------     ------------
Net change in cash and cash equivalents              1,685,305        1,435,669
Cash and cash equivalents, beginning balance         1,043,555               --
                                                  ============     ============
Cash and cash equivalents, ending balance         $  2,728,860     $  1,435,669
                                                  ============     ============


                                       7
<PAGE>

SUPPLEMENTAL DISCLOSURES:

Cash paid during the year for:

Interest payments                                    $    40,603     $     2,044
                                                     ===========     ===========
Income Taxes                                         $   799,691     $   325,950
                                                     ===========     ===========
Other non-cash transactions

Purchased Goodwill                                    (7,477,233)             --

Fair value of assets purchased less cash
acquired                                              (2,151,201)             --

Acquisition financed with stock issuance               2,350,000              --
                                                     -----------
Acquisition paid for with cash - net of acquired      (7,278,434)             --
                                                     ===========

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


                                       8
<PAGE>

                             UNIVERSAL TRAVEL GROUP
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007

<TABLE>
<CAPTION>
                                                                                                     Retained
                                                                      Additional       Other         Earnings         Total
                                               Common Stock             Paid-In     Comprehensive  (Accumulated   Stockholders'
                                           Shares         Amount        Capital        Income        Deficit)     Equity/Deficit
                                        -----------    -----------    -----------    -----------    -----------   --------------
<S>                                      <C>           <C>            <C>            <C>            <C>           <C>
Balance December 31, 2006                30,450,000    $    30,450    $   332,013    $   103,811    $ 3,442,473   $    3,908,747
Stock paid for acquisition                1,466,050          1,466      2,348,534             --             --        2,350,000
Foreign currency translation
adjustments                                      --             --             --        225,898             --          225,898
Issuance of shares for compensation       3,770,000          3,770      1,579,630             --             --        1,583,400
Income  for the three  months  ended
9/30/2007                                        --             --             --             --      5,371,996        5,371,996
                                        -----------    -----------    -----------    -----------    -----------   --------------
Balance September 30, 2007               35,686,050    $    35,686    $ 4,260,177    $   329,709    $ 8,814,469   $   13,440,041
                                        ===========    ===========    ===========    ===========    ===========   ==============
</TABLE>

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


                                       9
<PAGE>

                             UNIVERSAL TRAVEL GROUP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007

Note 1 - ORGANIZATION

Universal Travel Group (the "Company") was incorporated on January 28, 2004
under the laws of the State of Nevada. Full Power Enterprise Global Limited -
BVI was incorporated under the laws of the British Virginia Islands. Shenzhen
Yuzhilu Aviation Service Co., Ltd was incorporated on March 9, 1998 under the
laws of the Peoples Republic of China (PRC). Shenzhen Speedy Dragon Enterprises
Limited was incorporated in August of 2002 under the laws of the Peoples
Republic of China (PRC), Xian Golden Net Travel Serve Services was incorporated
on July 25, 2001 under the laws of the Peoples Republic of China, Xian City,
Shanghai Lanbao Travel Service Co., Ltd, was established in 2002 under the laws
of Shanghai China.. Full Power Enterprise Global Limited owns 100% of the
Shenzhen Yuzhilu Aviation Service Co., Ltd. Collectively the four corporations
are referred to herein as the Company.

As a result of its recent acquisitions, the Company is engaged in the travel
business, including airline ticketing, hotel reservation services and air cargo
transportation services, technological solutions to travel reservations, and
tour planning and tour guide services.

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America. The Company's functional currency is the Chinese Renminbi; however the
accompanying consolidated financial statements have been translated and
presented in United States Dollars.

Translation Adjustment

As of September 30, 2007 and December 31, 2006 the accounts of Universal Travel
Group were maintained, and its financial statements were expressed, in Chinese
Yuan Renminbi (CNY). Such financial statements were translated into U.S. Dollars
(USD) in accordance with Statement of Financial Accounts Standards (SFAS) No.
52, Foreign Currency Translation with the CNY as the functional currency.
According to the Statement, all assets and liabilities were translated at the
current exchange rate, stockholders equity are translated at the historical
rates and income statement items are translated at the average exchange rate for
the period. The resulting translation adjustments are reported under other
comprehensive income in accordance with SFAS No. 130, Reporting Comprehensive
Income as a component of shareholders equity. Transaction gains and losses are
reflected in the income statement.

Use of Estimates

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.
Actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of Universal Travel
Group and its wholly owned subsidiaries Shenzhen Yuzhilu Aviation Service Co.,
Ltd, Shenzhen Speedy Dragon Enterprises Limited, Shanghai Lanbao Travel Service
Co., Ltd, Xian Golden Net Travel Serve Services, Ltd., and Full Power Enterprise
Global Limited collectively referred to herein as the Company. All material
inter-company accounts, transactions and profits have been eliminated in
consolidation.


                                       10
<PAGE>

                             UNIVERSAL TRAVEL GROUP
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Risks and Uncertainties

The Company is subject to substantial risks from, among other things, intense
competition associated with the industry in general, other risks associated with
financing, liquidity requirements, rapidly changing customer requirements,
limited operating history, foreign currency exchange rates and the volatility of
public markets.

Contingencies

Certain conditions may exist as of the date the 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's management and
legal counsel assess 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's legal counsel 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.

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 financial statements.
If the assessment indicates that a potential material loss contingency is not
probable but is reasonably possible, or is probable but cannot be estimated,
then the nature of the contingent liability, together with an estimate of the
range of possible loss if determinable and material would be disclosed.

Loss contingencies considered to be remote by management are generally not
disclosed unless they involve guarantees, in which case the guarantee would be
disclosed.

Cash and Cash Equivalents

Cash and cash equivalents include cash in hand and cash in time deposits,
certificates of deposit and all highly liquid debt instruments with original
maturities of three months or less.

Property, Plant & Equipment

Property and equipment are stated at cost. Expenditures for maintenance and
repairs are charged to earnings as incurred; additions, renewals and betterments
are capitalized. When property and equipment are retired or otherwise disposed
of, the related cost and accumulated depreciation are removed from the
respective accounts, and any gain or loss is included in operations.
Depreciation of property and equipment is provided using the straight-line
method for substantially all assets with estimated lives of:


                                       11
<PAGE>

                             UNIVERSAL TRAVEL GROUP
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

            Furniture and Fixtures                      5 years
            Automobile                                  5 years
            Computer Hardware and Software              5 years
            Leasehold Improvements                      5 - 10 years

As of September 30, 2007 and December 31, 2006 Property, Plant & Equipment
consist of the following:

                                              2007          2006
                                            ---------     ---------
            Furniture & fixture             $  18,247         6,267
            Automobile                         89,840        27,426
            Office equipment                   92,005        54,285
            Leasehold improve                  31,374         9,403
                                            ---------     ---------
                                              231,466        97,381
                                            ---------     ---------
            Accumulated depreciation         (133,833)      (74,352)
                                            ---------     ---------
                                            $  97,633        23,029
                                            =========     =========

Long-Lived Assets

The Company adopted Statement of Financial Accounting Standards No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144), which
addresses financial accounting and reporting for the impairment or disposal of
long-lived assets and supersedes SFAS No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of, and the
accounting and reporting provisions of APB Opinion No. 30, Reporting the Results
of Operations for a Disposal of a Segment of a Business. The Company
periodically evaluates the carrying value of long-lived assets to be held and
used in accordance with SFAS 144. SFAS 144 requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the undiscounted cash flows estimated to be generated by those
assets are less than the assets carrying amounts. In that event, a loss is
recognized based on the amount by which the carrying amount exceeds the fair
market value of the long-lived assets. Loss on long-lived assets to be disposed
of is determined in a similar manner, except that fair market values are reduced
for the cost of disposal. Based on its review, the Company believes that, as of
September 30, 2007 and December 31, 2006 there were no significant impairments
of its long-lived assets.

Fair Value of Financial Instruments

Statement of financial accounting standard No. 107, Disclosures about fair value
of financial instruments, requires that the Company disclose estimated fair
values of financial instruments. The carrying amounts reported in the statements
of financial position for current assets and current liabilities qualifying as
financial instruments are a reasonable estimate of fair value.

Revenue Recognition

The Company's revenue recognition policies are in compliance with Staff
accounting bulletin (SAB) 104. Revenue is recognized at the date the price is
fixed or determinable, the delivery is completed, no other significant
obligations of the Company exist and collectibility is reasonably assured.
Payments received before all of the relevant criteria for revenue recognition
are satisfied are recorded as unearned revenue.

Advertising

Advertising expenses consist primarily of costs of promotion for corporate image
and product marketing and costs of direct advertising. The Company expenses all
advertising costs as incurred.


                                       12
<PAGE>

                             UNIVERSAL TRAVEL GROUP
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes

The Company utilizes SFAS No. 109, Accounting for Income Taxes, which requires
the 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 income taxes are recognized for the
tax consequences in future years of differences between the tax bases of assets
and liabilities and their financial reporting amounts at each period end based
on enacted tax laws and statutory tax rates applicable to the periods in which
the differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount
expected to be realized.

Statement of Cash Flows

In accordance with SFAS No. 95, Statement of Cash Flows, cash flows from the
Company's operations is based upon the local currencies. As a result, amounts
related to assets and liabilities reported on the statement of cash flows will
not necessarily agree with changes in the corresponding balances on the balance
sheet.

Intangibles

Intangible assets are amortized using the straight-line method over their
estimated period of benefit. Evaluation of the recoverability of intangible
assets is made annually to take into account events or circumstances that
warrant revised estimates of useful lives or that indicate that impairment
exists. All of our intangible assets are subject to amortization. No impairments
of intangible assets have been identified during any of the periods presented.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of
credit risk are cash, accounts receivable and other receivables arising from its
normal business activities. The Company places its cash in what it believes to
be credit-worthy financial institutions. The Company has a diversified customer
base, most of which are in China. The Company controls credit risk related to
accounts receivable through credit approvals, credit limits and monitoring
procedures. The Company routinely assesses the financial strength of its
customers and, based upon factors surrounding the credit risk, establishes an
allowance, if required, for uncollectible accounts and, as a consequence,
believes that its accounts receivable credit risk exposure beyond such allowance
is limited.

Recent accounting pronouncements

In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment,
an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R requires
companies to recognize in the statement of operations the grant- date fair value
of stock options and other equity-based compensation issued to employees. FAS
No. 123R is effective beginning in the Company's first quarter of fiscal 2006.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections." This statement applies to all voluntary changes in accounting
principle and requires retrospective application to prior periods' financial
statements of changes in accounting principle, unless this would be
impracticable. This statement also makes a distinction between "retrospective
application" of an accounting principle and the "restatement" of financial
statements to reflect the correction of an error. This statement is effective
for accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005.

In June 2005, the EITF reached consensus on Issue No. 05-6, Determining the
Amortization Period for Leasehold Improvements ("EITF 05-6.") EITF 05-6 provides
guidance on determining the amortization period for leasehold improvements
acquired in a business combination or acquired subsequent to lease inception.
The guidance in EITF 05-6 will be applied prospectively and is effective for
periods beginning after June 29, 2005. EITF 05-6 is not expected to have a
material effect on the Company's consolidated financial position or results of
operations.


                                       13
<PAGE>

                             UNIVERSAL TRAVEL GROUP
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In June 2005, the FASB Staff issued FASB Staff Position 150-5 (FSP 150-5),
Issuers Accounting under FASB Statement No. 150 for Freestanding Warrants and
Other Similar Instruments on Shares that are Redeemable. FSP 150-5 addresses
whether freestanding warrants and other similar instruments on shares that are
redeemable, either puttable or mandatorily redeemable, would be subject to the
requirements of FASB Statement No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity, regardless of
the timing or the redemption feature or the redemption price. The FSP is
effective after June 30, 2005.

In February 2006, FASB issued SFAS No. 155, Accounting for Certain Hybrid
Financial Instruments SFAS No. 155 amends SFAS No 133, Accounting for Derivative
Instruments and Hedging Activities, and SFAF No. 140, Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities<168>. SFAS
No. 155, permits fair value re-measurement for any hybrid financial instrument
that contains an embedded derivative that otherwise would require bifurcation,
clarifies which interest-only strips and principal-only strips are not subject
to the requirements of SFAS No. 133, establishes a requirement to evaluate
interest in securitized financial assets to identify interests that are
freestanding derivatives or that are hybrid financial instruments that contain
an embedded derivative requiring bifurcation, clarifies that concentrations of
credit risk in the form of subordination are not embedded derivatives, and
amends SFAS No. 140 to eliminate the prohibition on the qualifying
special-purpose entity from holding a derivative financial instrument that
pertains to a beneficial interest other than another derivative financial
instrument. This statement is effective for all financial instruments acquired
or issued after the beginning of the Company's first fiscal year that begins
after September 15, 2006.

In March 2006, the FASB issued FASB Statement No. 156, Accounting for Servicing
of Financial Assets - an amendment to FASB Statement No. 140. Statement 156
requires that an entity recognize a servicing asset or servicing liability each
time it undertakes an obligation to service a financial asset by entering into a
service contract under certain situations. The new standard is effective for
fiscal years beginning after September 15, 2006. The Company does not expect its
adoption of this new standard to have a material impact on its financial
position results of operations or cash flows.

In September, 2006, FASB issued SFAS 157 'Fair Value Measurements'. This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. This Statements applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement will change current practice. This Statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. The management is currently
evaluating the effect of this pronouncement on financial statements.

In September 2006, FASB issued SFAS 158 'Employers' Accounting for Defined
Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements
No. 87, 88, 106, and 132(R)' This Statement improves financial reporting by
requiring an employer to recognize the over funded or under funded status of a
defined benefit postretirement plan (other than a multiemployer plan) as an
asset or liability in its statement of financial position and to recognize
changes in that funded statues in the year in which the changes occur through
comprehensive income of a business entity or changes in unrestricted net assets
of a not-for-profit organization. This Statement also improves financial
reporting by requiring an employer to measure the funded status of a plan as of
the date of its year-end statement of financial position, with limited
exceptions. An employer with publicly traded equity securities is required to
initially recognize the funded status of a defined benefit postretirement plan
and to provide the required disclosures as of the end of the fiscal year ending
after December 15, 2006. An employer without publicly traded equity securities
is required to recognize the funded status of a defined benefit postretirement
plan and to provide the required disclosures as of the end of the fiscal year
ending after June 15, 2007. However, an employer without publicly traded equity
securities is required to disclose the following information in the notes to
financial statements for a fiscal year ending after December 15, 2006, but
before June 16, 2007, unless it has applied the recognition provisions of this
Statement in preparing those financial statements.


                                       14
<PAGE>

                             UNIVERSAL TRAVEL GROUP
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

a.    A brief description of the provisions of this Statement
b.    The date that adoption is required
c.    The date the employer plans to adopt the recognition provisions of this
      Statement, if earlier.

The requirement to measure plan assets and benefit obligations as of the date of
the employer's fiscal year-end statement of financial position is effective for
fiscal years ending after December 15, 2008. The management is currently
evaluating the effect of this pronouncement on financial statements.

The Company believes that the adoption of these standards will have no material
impact on its financial statements.

In February, 2007, FASB issued SFAS 159 'The Fair Value Option for Financial
Assets and Financial Liabilities' - Including an Amendment of FABS Statement No.
115. This statement permits entities to choose to measure many financial
instruments and certain other items at fair value. This statement is expected to
expand the use of fair value measurement, which is consistent with the Board's
long-term measurement objectives for accounting for financial instruments. This
statement is effective as of the beginning of an entity's first fiscal year that
begins after November 15, 2007. The management is currently evaluating the
effect of this pronouncement on financial statements.

Merger and Corporate Restructure

On June 26, 2006, the Company entered into an agreement and plan of merger (the
"Merger") with Full Power Enterprises Global Limited, a holding company that
owned all of the issued and outstanding shares of Shenzhen YuzhiLu Aviation
Service Company Limited, an operating Company. In substance the agreement was
treated as a recapitalization of Shenzhen YuzhiLu Aviation Service Company's
capital structure.

For accounting purposes, the Company accounted for the transaction as a reverse
acquisition. Consequently, the financial statements included herein for dates
and periods prior to the consummation of the Merger reflect the historical
financial condition, results of operations and cash flows of Full Power
Enterprises Global Limited and, hence, Shenzhen YuzhiLu Aviation Service
Company. The Company did not recognize goodwill or any intangible assets in
connection with the transaction. Prior to the consummation of the Merger, the
Company was an inactive corporation with no significant assets and liabilities.

Note 3 - TRADE DEPOSITS AND ADVANCES

Trade deposits represents amount held by Airlines and deposits. As of September
30, 2007 and December 31, 2006 the Company had paid $905,953 and $959,605 as
trade deposits respectively.

During the year, the Company entered into a cooperation agreement with an
unrelated company, to assist that company in its business development by
participating in that business's operations and providing working capital
funding. As of September 30, 2007 the Company has advanced this company
$2,246,443. The Company anticipates that this advance will be repaid in full and
that it will benefit from the cooperation agreement with this company.

Note 4 - COMPENSATED ABSENCES

Regulation 45 of local PRC labor law entitles employees to annual vacation leave
after 1 year of service. In general all leave must be utilized annually, with
proper notification. Any unutilized leave is cancelled.


                                       15
<PAGE>

                             UNIVERSAL TRAVEL GROUP
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007

Note 5 - INCOME TAXES

The Company's subsidiary Shenzhen Yuzhilu Aviation Service Co. is governed by
the Income Tax Laws of the PRC. Operations in the United States of America have
incurred net accumulated operating losses for income tax purposes.

Pursuant to the PRC Income Tax Laws, the Enterprise Income Tax (EIT) is at a
statutory rate of 15%.

            The following is a reconciliation of income tax expense:

                                           2007              2006
                                        ----------        ----------
            Current                     $1,127,306           339,597
            Deferred                            --                --
                                        ----------        ----------
            Total                       $1,127,306           339,597
                                        ==========        ==========

Note 6 - COMMITTMENTS

The Company leases various office facilities under month-to-month arrangements.
Rental expense for leases consisted of $99,192 and $36,095 for the nine months
ended September 30, 2007 and 2006 respectively. The Company has future minimum
lease obligations as of September 30, 2007 as follows:

9/30/2008       $ 74,960
9/30/2009       $ 38,560
                --------
Total           $113,520
                ========

The Company has entered into a share purchase agreement with the shareholders of
Foshan Overseas International Travel Service Co, Ltd., located in the PRC. The
agreement calls for the purchase of 100% of all the outstanding shares of
Foshan. As of September 30, 2007 the Company had deposited $ 593,342 towards
this acquisition.

Note 7 - NOTES PAYABLE BANK

The following table summaries notes payable as of September 30, 2007:

Lender                        Due Date           Interest Rate       Outstanding
China Construction Bank       July 29, 2008      6.25% per Annum     $1,289,873
                                                                     ----------
Total                                                                $1,289,873
                                                                     ==========


                                       16
<PAGE>

                             UNIVERSAL TRAVEL GROUP
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007

Note 8 - COMMON STOCK

In January 2007 the company adopted the Universal Travel Group 2007 Equity
Incentive Plan. Under the terms of this Plan the Company issued 3,770,000 shares
of the Company's stock, valued at $1,583,400, for services rendered during the
period from October 2, 2006 through February 28, 2007. As of March 31, 2007 the
financial Statements include a charge $633,360 with the remaining $950,040 being
expensed as of December 31, 2006.

Pursuant to a share exchange agreement, the Company issued 714,285 shares of
Common Stock to the former shareholders of Shenzhen Speedy Dragon Enterprises
Limited. The shares were valued at $1,000,000, which was the fair value of the
shares at the date of the share exchange agreement. This amount is included in
the cost of net assets and goodwill purchased.

Pursuant to a share exchange agreement, the Company issued 151,765 shares of
Common Stock to the former shareholders of Xian Golden Net Travel Serve
Services, Inc. The shares were valued at $258,000, which was the fair value of
the shares at the date of the share exchange agreement. This amount is included
in the cost of net assets and goodwill purchased.

Pursuant to a share exchange agreement, the Company issued 600,000 shares of
Common Stock to the former shareholders of Shanghai Lanbao Travel Services Co.,
Ltd. The shares were valued at $1,092,000, which was the fair value of the
shares at the date of the share exchange agreement. This amount is included in
the cost of net assets and goodwill purchased.

Note 9 - OTHER COMPREHENSIVE INCOME

Balances of related after-tax components comprising accumulated other
comprehensive income (loss), included in stockholders equity, at September 30,
2007 are as follows:

<TABLE>
<CAPTION>
                                                 Foreign Currency     Accumulated Other
                                                    Translation         Comprehensive
                                                    Adjustment             Income
                                                 =================    =================
<S>                                              <C>                  <C>
Balance December 31, 2006                        $         103,811    $         103,811
Changes for 9 months ended September 30, 2007              225,898              225,898
                                                 -----------------    -----------------
Balance at September 30, 2007                    $         329,709    $         329,709
                                                 =================    =================
</TABLE>

Note 10 - CURRENT VULNERABILITY DUE TO CERTAIN RISK FACTORS

The Company's operations are carried out in the PRC. Accordingly, the Company's
business, financial condition and results of operations may be influenced by the
political, economic and legal environments in the PRC and by the general state
of the PRC's economy. The Company's business may be influenced by changes in
governmental policies with respect to laws and regulations, anti-inflationary
measures, currency conversion and remittance abroad, and rates and methods of
taxation, among other things.

Note 11 - MAJOR CUSTOMERS AND CREDIT RISK

The Company derives its income from various Airlines. Most revenue is cleared
through IATA, a centralized reporting platform.


                                       17
<PAGE>

                             UNIVERSAL TRAVEL GROUP
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007

Note 12 - SUBSEQUENT EVENTS

On October 29, 2007, the Company acquired Foshan Overseas International Travel
Service Company Limited ("FOI") in exchange for 1,122,986 shares of the
Company's common stock and interest-free promissory notes in the aggregate
principal amount of $3,153,500, payable no later than October 29, 2008.

On October 17, 2007, the Company entered into a Share Exchange Agreement to
acquire 90% of Tianjin Golden Dragon International Travel Service Co., Ltd.
("TGD"). Pursuant to the Share Exchange Agreement, in exchange for 90% of the
shares of TGD, the company will issue to TGD's shareholders a combination of
1,053,800 shares of the Company's common stock and promissory notes in the
aggregate principal amount of $3,600,000, bearing no interest, in two
installments of $2,163,800 and $1,436,200 due one year from the closing and two
years from the closing, respectively.

Item 2. Management's Discussion and Analysis or Plan of Operation

The following discussion should be read in conjunction with the Consolidated
Financial Statements and Notes thereto appearing elsewhere in this Form 10-QSB.
The following discussion contains forward-looking statements. Our actual results
may differ significantly from those projected in the forward-looking statements.
Factors that may cause future results to differ materially from those projected
in the forward-looking statements include, but are not limited to, those
discussed in "Risk Factors" and elsewhere in this Form 10-QSB.

OVERVIEW

In June 2006, Universal Travel Group (the "Company") shifted its business to the
travel service industry in China through the acquisition of Full Power
Enterprises Global Limited ("FPEG") a holding corporation formed under the laws
of the British Virgin Island which owned all of the capital stock of Shenzhen Yu
Zhi Lu Aviation Service Company Limited ("YZL). The acquisition of FPEG and YZL
by the Company was accounted for as a reverse acquisition. Consequently, the
financial statements included herein for dates and periods prior to the
consummation of the acquisition reflect the historical financial condition,
results of operations and cash flows of Full Power Enterprises Global Limited
and, hence, Shenzhen YuzhiLu Aviation Service Company. Prior to the consummation
of the Merger,, the Company was an inactive corporation with no significant
assets and liabilities.

YZL, a company organized under the laws of China, is primarily engaged in China
domestic and international airline ticketing services and cargo transportation
agency services as well as international lines through Hong Kong, Macao and
Taiwan. Additionally, YZL provides hotel reservations, packaged tours, and air
delivering. The three main activities of YZL developed over the years include
Air Tickets Booking, Hotel Booking, and Tour Routing for Customers. YZL also
owns an aviation network (www.cnutg.com) that provides a complete air tickets
sales network.

YZL's main competitors in China include Ctrip.com International, Ltd. and eLong,
Inc. YZL initiates advertising or promotion activities on the company's
services, including roadside billboards, brochures, internet ads, cell phone
messages ads, newspapers and magazines ads.

On April 10, 2007, the Company acquired Shenzhen Speedy Dragon Enterprise
Limited ("SSD") in exchange for 714,285 shares of the Company's common stock and
an interest-free promissory note in the principal amount of $3,000,000, payable
no later than April 10, 2008. As a result of the Share Exchange Transaction, SSD
became a wholly-owned subsidiary of YZL, which, in turn, made the Company the
indirect owner of SSD. The financial statements included herein include the
operating results of SSD from April 10, 2007.

SSD, organized under the laws of China, is engaged in the business of air
freight forwarding. SSD, located in Shenzhen City, is a cargo logistics company
providing commercial, point-to-point parcel and container transportation
services within China. It also operates as an international and domestic freight
forwarding agency for Chinese civil aviation companies and provides railway and
express delivery services.


                                       18
<PAGE>

SSD relies upon independent delivery services with more than 200 vehicles and
manages leased and owned warehouses totaling 40,000 square meters (approximately
430,556 square feet), which it uses to stage, transfer, and store packages in
transit. The annual volume of its air cargo transportation accounted for
approximately 30% of the total air cargo market in Shenzhen, China.

On August 6, 2007, the Company acquired Xi'an Golden Net Travel Serve Service
Company Limited ("XGN") in exchange for 151,765 shares of the Company's common
stock and interest-free promissory notes in the aggregate principal amount of
$1,542,000, payable no later than August 6, 2008. As a result of the
acquisition, XGN became a wholly-owned subsidiary of YZL, which, in turn, made
the Company the indirect owner of XGN.

XGN, organized under the laws of China, was established in 2001 and it focuses
on the domestic tourism market and provides air tickets, train tickets and other
travel-related services, including servicing individuals and groups attending
conferences and exhibits, arrangements for business studies, academic exchanges,
travel adventures, cultural education, sports competition, and theatrical
performances. XGN also specializes in central plains tours of the Xi'an. Since
2005, XGN has been a leader in forming joint ventures with travel agencies in
Tibet, Xinjiang, Shanxi and Inner Mongolia that focused on western plains routes
to achieve a "Find one agency, tour the entire Chinese west" service concept.
XGN provides its customers with a one-stop shopping service.

On August 8, 2007, the Company acquired Shanghai Lanbao Travel Service Company
Limited ("SLB") in exchange for 600,000 shares of the Company's common stock and
interest-free promissory notes in the aggregate principal amount of $2,828,000,
payable no later than August 8, 2008. As a result of the acquisition, SLB became
a wholly-owned subsidiary of YZL, which, in turn, made the Company the indirect
owner of SLB.

SLB, organized under the laws of China, was established in 2002 and its core
business focus is a centralized real-time booking system providing consumers and
travel related businesses with hotel bookings, air ticket and tourism
information via the internet and mobile phone text-messaging technology. It owns
and manages the award winning China Booking Association website,
http://www.cba-hotel.com/, which receives about 200,000 visitors daily.

On October 29, 2007, the Company acquired Foshan Overseas International Travel
Service Co., Ltd. ("FOI") in exchange for 1,122,986 shares of the Company's
common stock and interest-free promissory notes in the aggregate principal
amount of $3,153,500, payable no later than October 29, 2008. As a result of the
acquisition, FOI became a wholly-owned subsidiary of YZL, which in turn, made
the Company the indirect owner of FOI.

FOI, organized under the laws of China, was established in 1990. Its core
business focuses on both domestic and international tourism business, as well as
packaged airfare, hotel and conference reservations with ground transportation
in China. FOI is recognized as a local market leader, with the second largest
business volume in its territory. For three consecutive years, the company has
been recognized as one of the 100 outstanding enterprises by the China Tourism
Bureau and in 2004 was voted one of the most credible enterprises in the
country. Last year the company served more than 120,000 people with packaged
tours and conferences. FOI reported unaudited sales revenues of $11.9 million in
FY 2006 with a net income of $930,000.

All capital stock shares and amounts and per share data included herein have
been retroactively restated for the recapitalization treatment accorded the
acquisition of FPEG. Because the acquisition of each of XGN and SLB occurred
during the third quarter, the financial statements of the Company and the
Management's Discussion and Analysis set forth below include the results of
operations of XGN and SLB for the period of August 6 through September 30, 2007
and August 8 through September 30, 2007, respectively. The acquisition of FOI
occurred subsequent to the end of the third quarter and, consequently, its
results are not reflected in the financial statements included in this Report.

On October 17, 2007, the Company entered into a Share Exchange Agreement to
acquire, in the aggregate, 90% of the outstanding capital stock of Tianjin
Golden Dragon International Travel Service Co., Ltd. ("TGD") from the
shareholders of TGD in exchange for 1,053,800 shares of the Company's common
stock and interest-free promissory notes in the aggregate principal amount of
$3,600,000, payable in two installments of $2,163,800 and $1,436,200, to be made
one year from the closing and two years from the closing, respectively.

TGD, organized under the laws of China, was established in 1995. It specializes
in domestic and international tour packaging. TGD company reported unaudited
sales revenue of $16.17 million and net income of $1.13 million in FY'06. TGD
offers several specialized package tours to Hunan, Changsha, Shaoshan, Kunming,


                                       19
<PAGE>

Dali and Lijiang. The company also organizes tour packages for holidays and
special events, such as an Olympics tour in support of the 2008 Games, "Wedding
Tours" to celebrate honeymoons and "Parents' Tours" designed for families to
travel together. TGD has garnered nationwide recognition for its unique tourist
products, namely its branded "Parents' Tour," which has served more than 100,000
people since its introduction. In 2006, Tianjin Golden Dragon served more than
150,000 customers and was ranked twenty-ninth in revenue in the Chinese travel
industry.

RESULTS OF OPERATIONS

The following table presents certain consolidated statement of operations
information derived from the consolidated statements of income for the three
months ended September 30, 2007 and 2006, and consolidated statements of cash
flows and shareholders equity for the three months then ended.

                                                      09/30/2007     09/30/2006
                                                      ----------     ----------

Revenues                                             $20,351,424    $ 1,505,068

Cost of Services                                     $15,845,845             --
-------------------------------------------------------------------------------
Gross Profit                                         $ 4,505,579    $ 1,505,068

General and Administrative Expense                   $   812,464    $   398,236
-------------------------------------------------------------------------------

Income from Operations                               $ 3,693,115    $ 1,106,832

Revenue Analysis of the four core business segments of UTVG:

<TABLE>
<CAPTION>
                    YZL             SSD             XGN             SLB             Total
<S>                 <C>             <C>             <C>             <C>             <C>
Sales               $ 4,304,780     $ 3,071,639     $ 4,521,056     $ 8,453,949     $20,351,424
Cost of Services    -$1,772,046     -$2,368,941     -$3,873,329     -$7,831,529     -$15,845,845
------------------------------------------------------------------------------------------------
Gross Profit        $ 2,532,734     $   702,698     $   647,727     $   622,420     $ 4,505,579

                    YZL(%)          SSD(%)          XGN(%)          SLB(%)          Total(%)
Sales               21%             15%             22%             42%             100%
Cost of Services
------------------------------------------------------------------------------------------------

Gross Profit        56%             16%             14%             14%             100%
</TABLE>

Revenues Revenues for the three months ending September 30, 2007 (the "Third
Quarter 2007") totaled $20,351,424 compared to $1,505,068 for the three months
ending September 30, 2006 (the "Third Quarter 2006"), an increase of
approximately 1252%. This increase is attributable an increase in the Company's
traditional customer base as well its expansion into air cargo transportation,
packaged tours services and hotel booking services, through the acquisitions of
SSD, XGN and SLB.

Gross Profit Gross Profit for the Third Quarter 2007 totaled $4,505,579 compared
to $1,505,068 for the Third Quarter 2006, an increase of approximately 200%. The
increase in gross profit reflects the Company's aggressive growth strategy as
exemplified by continued growth in its traditional customer base and the
acquisitions of SSD, XGN and SLB.

Gross Profit Margin Gross profit margin for the Third Quarter 2007 was 22%
compared to 100% in the Third Quarter 2006. This decrease is primarily due to
the fact that the accounting treatment for the operations of SSD, XGN and SLB
and other new operations undertaken by the Company require the deduction of cost
of service to derive net, revenues as opposed to the businesses the Company was
engaged in during the Third Quarter 2006.


                                       20
<PAGE>

Selling, general and Administrative Expense Selling, general and administrative
expense for the Third Quarter 2007 totaled $812,464 compared to $398,236 in the
Third Quarter 2006. S,G&A was approximately 4% of Revenues in the Third Quarter
2007 as compared to 26% for the Third Quarter 2006. The increase in S,G&A
reflects the acquisitions of SSD, XGN and SLB.

Interest Expense Interest expense for the Third Quarter 2007 totaled $21,442
compared to $331 for the Third Quarter 2006. The significant increase in
interest expense reflects the fact that the Company financed the acquisitions
primarily out of cash borrowed from commercial banks.

Net Income Net income was $3,066,475 or 15% of Revenues for the Third Quarter
2007, compared to $962,633 or 64% of Revenues for the Third Quarter 2006. The
increase in net income reflects the continued growth in the Company's business
and the acquisitions of SSD, XGN and SLB. The decrease in net income as a
percentage of Revenues reflects the change in the mix of the Company's business
to lower margin operations.

LIQUIDITY AND CAPITAL RESOURCES

Cash for operations and liquidity needs are funded primarily through cash flows
from operations and short-term borrowings. Cash and cash equivalents were
$2,728,860 at September 30, 2007 and current assets totaled $11,439,190 at
September 30, 2007. The Company's working capital at September 30, 2007 was
$4,975,303, and at such date, the Company's current liabilities were $5,520,316.
We believe that the funds available to us from operations are adequate to meet
our operating needs in 2007 and the debts incurred in connection with the
acquisitions of SSD, SLB, XGN and FOI. For the nine months ending September 30,
2007, net cash provided by operating activities was approximately $5,311,888,
which resulted primarily from an increase in our accounts receivable, prepaid
expenses and trade deposits with airlines.

In connection with the acquisitions of SSD, SLB, XGN and FOI, the Company issued
promissory notes aggregating $3,000,000; $2,828,000, $1,542,000 and $3,153,500,
respectively. The Company anticipates that it will satisfy these obligations out
of cash flow from operations.

Capital expenditures

Total capital expenditures during the quarter ending September 30, 2007 were
$11,118 for purchase of fixed assets. We have no plans for material capital
expenditures during 2007.

Working Capital Requirements

Historically operations and short term financing have been sufficient to meet
our cash needs. We believe that we will be able to generate revenues from
operations to provide the necessary cash flow to meet anticipated working
capital requirements. However, our actual working capital needs for the long and
short term will depend upon numerous factors, including operating results,
competition, and the availability of credit facilities, none of which can be
predicted with certainty. If necessary, we will seek to raise capital necessary
for operations and the expansion of our operations through the issuance of debt
or equity. There can be no assurance that such financing will be available or,
if available, will be on terms acceptable to the Company. Future expansion will
be limited by the availability of financing products and raising capital.

OFF-BALANCE SHEET ARRANGEMENTS

We have never entered into any off-balance sheet financing arrangements and have
never established any special purpose entities. We have not guaranteed any debt
or commitments of other entities or entered into any options on non-financial
assets.


                                       21
<PAGE>

Risk Factors

The reader should carefully consider each of the risks described below. If any
of the following risks develop into actual events, our business, financial
condition or results of operations could be materially adversely affected and
the trading price of our common stock could decline significantly.

Risk Factors of the Company

There is a limited public market for our common stock.

      There is currently a limited public market for the common stock. Holders
of our common stock may, therefore, have difficulty selling their common stock,
should they decide to do so. In addition, there can be no assurances that such
markets will continue or that any shares of common stock, which may be
purchased, may be sold without incurring a loss. Any such market price of the
common stock may not necessarily bear any relationship to our book value,
assets, past operating results, financial condition or any other established
criteria of value, and may not be indicative of the market price for the common
stock in the future. Further, the market price for the common stock may be
volatile depending on a number of factors, including business performance,
industry dynamics, and news announcements or changes in general economic
conditions.

Our common stock may be deemed penny stock with a limited trading market.

      Our common stock is currently listed for trading in the Over-The-Counter
Market on the NASD Electronic Bulletin Board or in the "pink sheets" maintained
by the National Quotation Bureau, Inc., which are generally considered to be
less efficient markets than markets such as NASDAQ or other national exchanges,
and which may cause difficulty in conducting trades and difficulty in obtaining
future financing. Further, our securities are subject to the "penny stock rules"
adopted pursuant to Section 15 (g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The penny stock rules apply to non-NASDAQ
companies whose common stock trades at less than $5.00 per share or which have
tangible net worth of less than $5,000,000 ($2,000,000 if the company has been
operating for three or more years). Such rules require, among other things, that
brokers who trade "penny stock" to persons other than "established customers"
complete certain documentation, make suitability inquiries of investors and
provide investors with certain information concerning trading in the security,
including a risk disclosure document and quote information under certain
circumstances. Many brokers have decided not to trade "penny stock" because of
the requirements of the penny stock rules and, as a result, the number of
broker-dealers willing to act as market makers in such securities is limited. In
the event that we remain subject to the "penny stock rules" for any significant
period, there may develop an adverse impact on the market, if any, for our
securities. Because our securities are subject to the "penny stock rules"
investors will find it more difficult to dispose of our securities. Further, for
companies whose securities are traded in the Over-The-Counter Market, it is more
difficult: (i) to obtain accurate quotations; (ii) to obtain coverage for
significant news events because major wire services, such as the Dow Jones News
Service, generally do not publish press releases about such companies, and (iii)
to obtain needed capital.

We have not and do not anticipate paying any dividends on our common stock.

      We have paid no dividends on our common stock to date and it is not
anticipated that any dividends will be paid to holders of our common stock in
the foreseeable future. While our future dividend policy will be based on the
operating results and capital needs of the business, it is currently anticipated
that any earnings will be retained to finance our future expansion and for the
implementation of our new business plan. As an investor, you should take note of
the fact that a lack of a dividend can further affect the market value of our
stock, and could significantly affect the value of any investment in our
Company.

We will continue to incur significant increased costs as a result of operating
as a public company, and our management will be required to devote substantial
time to new compliance requirements.

      As a public company we incur significant legal, accounting and other
expenses under the Sarbanes-Oxley Act of 2002, together with rules implemented
by the Securities and Exchange Commission and applicable market regulators.
These rules impose various requirements on public companies, including requiring
certain corporate governance practices. Our management and other personnel will
need to devote a substantial amount of time to these new compliance
requirements. Moreover, these rules and regulations will increase our legal and
financial compliance costs and will make some activities more time-consuming and
costly.


                                       22
<PAGE>

      In addition, the Sarbanes-Oxley Act requires, among other things, that we
maintain effective internal controls for financial reporting and disclosure
controls and procedures. In particular, commencing in 2007, we must perform
system and process evaluations and testing of our internal controls over
financial reporting to allow management and our independent registered public
accounting firm to report on the effectiveness of our internal controls over
financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our
testing, or the subsequent testing by our independent registered public
accounting firm, may reveal deficiencies in our internal controls over financial
reporting that are deemed to be material weaknesses. Compliance with Section 404
may require that we incur substantial accounting expenses and expend significant
management efforts. If we are not able to comply with the requirements of
Section 404 in a timely manner, or if our accountants later identify
deficiencies in our internal controls over financial reporting that are deemed
to be material weaknesses, the market price of our stock could decline and we
could be subject to sanctions or investigations by the SEC or other applicable
regulatory authorities.

Our Board of Directors has the authority, without stockholder approval, to issue
preferred stock with terms that may not be beneficial to common stock holders
and with the ability to adversely affect stockholder voting power and perpetuate
the board's control over the Company.

      Our Amended and Restated Articles of incorporation authorizes the issuance
of:

      Two million (2,000,000) authorized Series A Preferred Shares with a par
value of $0.001 and such other terms as determined by the board of Directors of
the corporation prior to their issuance. Each Series A Preferred Share shall
have voting rights and shall carry a voting weight equal to ten (10) Common
Shares. Each Series A Preferred Share may be converted into ten (10) Common
Shares upon approval by the Board of Directors of the corporation.

      Two million (2,000,000) authorized Series B Preferred Shares with a par
value of $0.001 per share and such other terms as may be determined prior to
their issuance by the Board of Directors. Each Series B Preferred Share shall
have voting rights and shall carry a voting weight equal to two (2) Common
Shares. Each Series B Preferred Share may be converted into two (2) Common
Shares upon approval by the Board of Directors.

      One million (1,000,000) authorized Series C Preferred Shares with a par
value of $0.001 per share and such other terms as may be determined by the Board
of Directors prior to their issuance. No Series C Preferred Share shall have
voting rights.

      The Preferred Stock of the Company may be issued from time to time without
prior approval by the stockholders. The Preferred Stock may be issued for such
consideration as may be fixed from time to time by the Board of Directors. The
Board of Directors may issue such shares of Preferred Stock in one or more
series, with such designations, preferences and rights or qualifications,
limitations or restrictions thereof as shall be stated in the resolution of
resolutions.

      The issuance of preferred stock could adversely affect the voting power
and other rights of the holders of common stock. Preferred stock may be issued
quickly with terms calculated to discourage, make more difficult, delay or
prevent a change in control of our Company or make removal of management more
difficult. As a result, the Board of Directors' ability to issue preferred stock
may discourage the potential hostile acquirer, possibly resulting in beneficial
negotiations. Negotiating with an unfriendly acquirer may result in, among other
things, terms more favorable to us and our stockholders. Conversely, the
issuance of preferred stock may adversely affect any market price of, and the
voting and other rights of the holders of the common stock. We presently have no
plans to issue any preferred stock.

Risk Factors Associated with Our Business

Declines or disruptions in the travel industry generally could reduce our
revenue.

      A large part of the Company's business is currently driven by the trends
that occur in the travel industry in China, including the hotel, airline and
packaged-tour industries. As the travel industry is highly sensitive to business
and personal discretionary spending levels, it tends to decline during general
economic downturns. In addition, other adverse trends or events that tend to
reduce travel and are likely to reduce the Company's revenues include the
following:


                                       23
<PAGE>

o     a recurrence of SARS or any other serious contagious diseases;
o     increased prices in the hotel, airline, or other travel-related
      industries;
o     increased occurrence of travel-related accidents;
o     outbreak of war or conflict across the Taiwan Strait or elsewhere in the
      Asia-Pacific region;
o     increases in terrorism or the occurrence of a terrorist attack in the
      Asia-Pacific region or elsewhere;
o     poor weather conditions; and
o     natural disasters.

      The Company could be severely affected by changes in the travel industry
and will, in many cases, have little or no control over those changes. As a
result of any of these events, our operating results and financial conditions
could be materially and adversely affected.

We Depend on the Continued Services of Our Executive Officers and the Loss of
Key Personnel Could Affect Our Ability to Successfully Grow Our Business.

      The Company is highly dependent upon the services of its senior management
team. The permanent loss for any of the key executives could have a material
adverse effect upon the operating results.

Our operating history may not serve as an adequate basis to judge our future
prospects and operating results.

      We have encountered and will continue to encounter risks and difficulties
frequently experienced by companies in evolving industries such as the travel
service industry in China. Some of the risks relate to our ability to:

o     attract and retain customers and encourage our customers to engage in
      repeat transactions;
o     retain our existing agreements with travel suppliers such as hotels and
      airlines and to expand our service offerings on satisfactory terms with
      our travel suppliers;
o     operate, support, expand and develop our operations, our call center, our
      website, and our communications and other systems;
o     diversify our sources of revenue;
o     maintain effective control of our expenses;
o     attract and retain qualified employees;
o     raise additional capital;
o     respond to changes in our regulatory environment; and
o     respond to competitive market conditions.

      If we are not successful in addressing any or all of these risks, our
business may be materially affected in an adverse manner.

Our results are likely to fluctuate because of seasonality in the travel
industry in China.

      Our business travel operations experience seasonal fluctuations,
reflecting seasonal variations in demand for travel services. During the first
quarter, demand for travel services generally declines and the number of
bookings flattens or decreases, in part due to a slowdown in business activity
during the Chinese New Year holiday. Demand for travel services generally peaks
during the second half of the year and there may be seasonal fluctuations in
allocations of travel services made available to us by travel suppliers.
Consequently, our revenues may fluctuate from quarter to quarter.

If we fail to attract and retain customers in a cost-effective manner, our
ability to grow and maintain profitability may be impaired.

      Our business strategy is substantially dependent on our ability to
increase the overall number of airline and hotel customer transactions with us
in a cost-effective manner. In order to increase the number of transactions, we
must attract new visitors to our call center and website, convert these visitors
into paying customers and capture repeat business from existing customers.
Although we have spent significant financial and other resources on sales and
marketing and plan to continue to do so, we cannot assure you that these efforts
will be cost-effective in attracting new customers or increasing transaction
volume. If we do not achieve our marketing objectives, our ability to grow our
revenues and maintain profitability may be impaired.


                                       24
<PAGE>

Our business may be harmed if we fail to strengthen our corporate image
recognition among current and potential customers, suppliers and business
partners.

      We believe that we must be successful in the promotion of our corporate
image in order to continue to grow our business and secure new business
relationships. We must introduce new consumers to our name and ensure that the
name is associated with quality and value. We cannot assure you that we will be
successful in our efforts to introduce the name to a wider group of consumers or
that we will be successful in establishing our brand image among consumers. If
we fail to strengthen our name recognition among our current and potential
customers, suppliers and business partners, our operating results and financial
condition may be adversely affected.

Our business depends on the technology infrastructure of third parties.

      We rely on third-party computer systems and other service providers,
including the computerized reservation systems of airlines and hotels to make
reservations and confirmations. Other third parties provide, for instance, our
back-up data center, telecommunications access lines, significant computer
systems and software licensing, support and maintenance service and air-ticket
delivery. Any interruption in these or other third-party services or
deterioration in their performance could impair the quality of our service.

Risks related to doing business in China

Our business operations take place primarily in China. Because Chinese laws,
regulations and policies are continually changing, our Chinese operations will
face several risks summarized below.

Limitations on Chinese economic market reforms may discourage foreign investment
in Chinese businesses.

      The value of investments in Chinese businesses could be adversely affected
by political, economic and social uncertainties in China. The economic reforms
in China in recent years are regarded by China's central government as a way to
introduce economic market forces into China. Given the overriding desire of the
central government leadership to maintain stability in China amid rapid social
and economic changes in the country, the economic market reforms of recent years
could be slowed, or even reversed.

Any change in policy by the Chinese government could adversely affect
investments in Chinese businesses.

      Changes in policy could result in imposition of restrictions on currency
conversion, imports or the source of suppliers, as well as new laws affecting
joint ventures and foreign-owned enterprises doing business in China. Although
China has been pursuing economic reforms for the past two decades, events such
as a change in leadership or social disruptions that may occur upon the proposed
privatization of certain state-owned industries, could significantly affect the
government's ability to continue with its reform.

We face economic risks in doing business in China.

      As a developing nation, China's economy is more volatile than that of
developed Western industrial economies. It differs significantly from that of
the U.S. or a Western European country in such respects as structure, level of
development, capital reinvestment, resource allocation and self-sufficiency.
Only in recent years has the Chinese economy moved from what had been a command
economy through the 1970s to one that during the 1990s encouraged substantial
private economic activity. In 1993, the Constitution of China was amended to
reinforce such economic reforms. The trends of the 1990s indicate that future
policies of the Chinese government will emphasize greater utilization of market
forces. For example, in 1999 the Government announced plans to amend the Chinese
Constitution to recognize private property, although private business will
officially remain subordinated to the state-owned companies, which are the
mainstay of the Chinese economy. However, there can be no assurance that, under
some circumstances, the government's pursuit of economic reforms will not be
restrained or curtailed. Actions by the central government of China could have a
significant adverse effect on economic conditions in the country as a whole and
on the economic prospects for our Chinese operations.

Any slowdown of economic growth in China could have a negative effect on our
business.

      We cannot assure you that the growth of the economy in China will continue
or that any slowdown will not have a negative effect on our business.


                                       25
<PAGE>

Our online business relies on the existence of an adequate telecommunications
infrastructure for continued growth of China's internet market.

      Although private sector Internet service providers currently exist in
China, almost all access to the Internet is maintained through a network owned
by China Netcom under the regulatory supervision of China's Ministry of
Information Industry. In addition, the national networks in China connect to the
Internet through a government-controlled international gateway. This
international gateway is the only channel through which a domestic Chinese user
can connect to the international Internet network. We rely on this
infrastructure and China Netcom to provide data communications capacity,
primarily through local telecommunications lines. We cannot assure you that this
infrastructure will be further developed. In addition, we will have no access to
alternative networks and services, on a timely basis if at all, in the event of
any infrastructure disruption or failure. The Internet infrastructure in China
may not support the demands associated with continued growth in Internet usage.

We may suffer currency exchange losses if the Renminbi depreciates relative to
the U.S. Dollar.

      Our reporting currency is the U.S. dollar. However, a substantial portion
of our assets and revenues are denominated in the Chinese currency, Renminbi,
commonly referred to as RMB. Our assets and revenues expressed in our U.S.
dollar financial statements will decline in value of the Renminbi depreciates
relative to the U.S. dollar. Any such depreciation could adversely affect the
market price of our common stock. Very limited hedging transactions are
available in China to reduce our exposure to exchange rate fluctuations and we
do not intend to engage in any such transactions. In addition, our currency
exchange losses may be magnified by Chinese exchange control regulations that
restrict our ability to convert Renminbi into U.S. Dollars.

We may not be able to freely convert Renminbi into foreign currency.

      A portion of our revenues and operating expenses will be denominated in
Renminbi while a portion of our capital expenditures are denominated in U.S.
dollars.

      Under current Chinese regulations, the payment of dividends, trade and
service-related foreign transactions to a foreign investor of a foreign-invested
enterprise is treated as a "current account" payment for which the approval of
the State Administration of Foreign Exchange is not required. However, in order
to distribute dividends we may be required to file documentation to a designated
foreign exchange bank. The Bank must certify that all requirements have been
met, such as payment of taxes, directors' approval and a capital verification
report issued by an accounting firm. If a foreign-invested enterprise dissolves,
a return of capital, which includes foreign direct investment, is treated as a
"capital account" payment. This typically requires approval of the State
Administration of Foreign Exchanges' in addition to the filing of documentation.

      We may currently convert Renminbi for transactions under the "current
account" without the approval of the State Administration of Foreign Exchange
for settlement of "current account" transactions, including payment of
dividends, by providing commercial documents evidencing these transactions. They
may also retain foreign exchange in their current accounts (subject to a ceiling
approved by the State Administration of Foreign Exchange) to satisfy foreign
exchange liabilities or to pay dividends. However, the relevant Chinese
governmental authorities may limit or eliminate the ability to purchase and
retain foreign currencies in the future. Such change of policy would materially
and adversely affect our business, financial condition and results of
operations.

Our shareholders may not be able to enforce U.S. civil liabilities claims
arising under the Securities Laws of the United States or any State thereof.

      Our operations and assets are largely outside the United States and are
held through wholly-owned subsidiaries incorporated under the laws of China and
the British Virgin Islands. Many of our directors and officers are nationals
and/or residents of China. All or a substantial portion of the assets of these
persons are located outside the United States. As a result, it may be difficult
for you to effect service of process within the United States upon these
persons. In addition, there is uncertainty as to whether the courts of the China
would recognize or enforce judgments of United States courts obtained against us
or such persons predicated upon the civil liability provisions of the securities
laws of the United States or any state thereof, or be competent to hear original
actions brought in these countries against us or such persons predicated upon
the securities laws of the United States or any state thereof.


                                       26
<PAGE>

The Chinese legal and judicial system may negatively impact foreign investors.

      In 1982, the National Peoples Congress amended the Constitution of China
to authorize foreign investment and guarantee the "lawful rights and interests"
of foreign investors in China. However, China's system of laws is not yet
comprehensive. The legal and judicial systems in China are still rudimentary,
and enforcement of existing laws is inconsistent. Many judges in China lack the
depth of legal training and experience that would be expected of a judge in a
more developed country. Because the Chinese judiciary is relatively
inexperienced in enforcing the laws that do exist, anticipation of judicial
decision-making is more uncertain than would be expected in a more developed
country. It may be impossible to obtain swift and equitable enforcement of laws
that do exist, or to obtain enforcement of the judgment of one court by a court
of another jurisdiction. China's legal system is based on written statutes; a
decision by one judge does not set a legal precedent that is required to be
followed by judges in other cases. In addition, the interpretation of Chinese
laws may be varied to reflect domestic political changes.

      The promulgation of new laws, changes to existing laws and the pre-emption
of local regulations by national laws may adversely affect foreign investors.
However, the trend of legislation over the last 20 years has significantly
enhanced the protection of foreign investment and allowed for more control by
foreign parties of their investments in Chinese enterprises. There can be no
assurance that a change in leadership, social or political disruption, or
unforeseen circumstances affecting China's political, economic or social life,
will not affect the Chinese government's ability to continue to support and
pursue these reforms. Such a shift could have a material adverse effect on our
business and prospects.

      The practical effect of the Peoples Republic of China legal system on our
business operations in China can be viewed from two separate but intertwined
considerations. First, as a matter of substantive law, the Foreign Invested
Enterprise laws provide significant protection from government interference. In
addition, these laws guarantee the full enjoyment of the benefits of corporate
Articles and contracts to Foreign Invested Enterprise participants. These laws,
however, do impose standards concerning corporate formation and governance,
which are not qualitatively different from the general corporation laws of the
several states. Similarly, the Peoples Republic of China accounting laws mandate
accounting practices, which are not consistent with U.S. Generally Accepted
Accounting Principles. China's accounting laws require that an annual "statutory
audit" be performed in accordance with Peoples Republic of China accounting
standards and that the books of account of Foreign Invested Enterprises are
maintained in accordance with Chinese accounting laws. Article 14 of the Peoples
Republic of China Wholly Foreign-Owned Enterprise Law requires a Wholly
Foreign-Owned Enterprise to submit certain periodic fiscal reports and
statements to designate financial and tax authorities, at the risk of business
license revocation. Second, while the enforcement of substantive rights may
appear less clear than United States procedures, the Foreign Invested
Enterprises and Wholly Foreign-Owned Enterprises are Chinese registered
companies, which enjoy the same status as other Chinese registered companies in
business-to-business dispute resolution. Generally, the Articles of Association
provide that all business disputes pertaining to Foreign Invested Enterprises
are to be resolved by the Arbitration Institute of the Stockholm Chamber of
Commerce in Stockholm, Sweden, applying Chinese substantive law. Any award
rendered by this arbitration tribunal is, by the express terms of the respective
Articles of Association, enforceable in accordance with the "United Nations
Convention on the Recognition and Enforcement of Foreign Arbitral Awards
(1958)." Therefore, as a practical matter, although no assurances can be given,
the Chinese legal infrastructure, while different in operation from its United
States counterpart, should not present any significant impediment to the
operation of Foreign Invested Enterprises.

Economic Reform Issues

      Although the Chinese government owns the majority of productive assets in
China, during the past several years the government has implemented economic
reform measures that emphasize decentralization and encourage private economic
activity. Because these economic reform measures may be inconsistent or
ineffectual, there are no assurances that:

-     We will be able to capitalize on economic reforms;
-     The Chinese government will continue its pursuit of economic reform
      policies;
-     The economic policies, even if pursued, will be successful;
-     Economic policies will not be significantly altered from time to time; and
-     Business operations in China will not become subject to the risk of
      nationalization.


                                       27
<PAGE>

      Since 1979, the Chinese government has reformed its economic systems.
Because many reforms are unprecedented or experimental, they are expected to be
refined and improved. Other political, economic and social factors, such as
political changes, changes in the rates of economic growth, unemployment or
inflation, or in the disparities in per capita wealth between regions within
China, could lead to further readjustment of the reform measures. This refining
and readjustment process may negatively affect our operations.

      Over the last few years, China's economy has registered a high growth
rate. Recently, there have been indications that rates of inflation have
increased. In response, the Chinese government recently has taken measures to
curb this excessively expansive economy. These measures have included
devaluations of the Chinese currency, the Renminbi (RMB), restrictions on the
availability of domestic credit, reducing the purchasing capability of certain
of its customers, and limited re-centralization of the approval process for
purchases of some foreign products. These austerity measures alone may not
succeed in slowing down the economy's excessive expansion or control inflation,
and may result in severe dislocations in the Chinese economy. The Chinese
government may adopt additional measures to further combat inflation, including
the establishment of freezes or restraints on certain projects or markets.

      To date, reforms to China's economic system have not adversely impacted
our operations and are not expected to adversely impact operations in the
foreseeable future; however, there can be no assurance that the reforms to
China's economic system will continue or that we will not be adversely affected
by changes in China's political, economic, and social conditions and by changes
in policies of the Chinese government, such as changes in laws and regulations,
measures which may be introduced to control inflation, changes in the rate or
method of taxation, imposition of additional restrictions on currency conversion
and remittance abroad, and reduction in tariff protection and other import
restrictions.

Forward Looking Statements

The Company desires to take advantage of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. This report contains a number
of forward-looking statements that reflect management's current views and
expectations with respect to our business, strategies, future results and events
and financial performance. All statements made in this Report other than
statements of historical fact, including statements that address operating
performance, events or developments that management expects or anticipates will
or may occur in the future, including statements related to distributor
channels, volume growth, revenues, profitability, adequacy of funds from
operations, statements expressing general optimism about future operating
results and non-historical information, are forward looking statements. In
particular, the words "believe," "expect," "intend," " anticipate," "estimate,"
"may," "will," variations of such words, and similar expressions identify
forward-looking statements, but are not the exclusive means of identifying such
statements and their absence does not mean that the statement is not
forward-looking. These forward-looking statements are subject to certain risks
and uncertainties, including those discussed below. Our actual results,
performance or achievements could differ materially from historical results as
well as those expressed in, anticipated or implied by these forward-looking
statements. We do not undertake any obligation to revise these forward-looking
statements to reflect any future events or circumstances.

Readers should not place undue reliance on these forward-looking statements,
which are based on management's current expectations and projections about
future events, are not guarantees of future performance, are subject to risks,
uncertainties and assumptions (including those described below) and apply only
as of the date of this report. Our actual results, performance or achievements
could differ materially from the results expressed in, or implied by, these
forward-looking statements. We undertake no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

Item 3. Controls and Procedures

As of the end of the period covered by this report, our management, including
our principal executive officer and our principal financial officer, conducted
an evaluation of the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-15 under the Securities Exchange Act of 1934). Based upon
that evaluation, our principal executive officer and our chief financial officer
have concluded that our disclosure controls and procedures are effective in
timely alerting them of material information relating to us that is required to
be disclosed by us in the reports we file or submit under the Exchange Act.
There have been no changes in our internal control over financial reporting that
occurred during the period covered by this report that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.


                                       28
<PAGE>

                           PART II. OTHER INFORMATION

Item 6. Exhibits

The following exhibits are filed as part of this report:

Exhibit No.           Description of Exhibit

31.1     --               Certification of Chief Executive Officer pursuant to
                          Rule 13a-14(a) under the Securities Exchange Act of
                          1934.

31.2     --               Certification of Chief Financial Officer pursuant to
                          Rule 13a-14(a) under the Securities Exchange Act of
                          1934.

32.1     --               Certification of Chief Executive Officer pursuant to
                          Section 906 of the Sarbanes-Oxley Act of 2002 (18
                          U.S.C. 1350).

32.2     --               Certification of Chief Financial Officer pursuant to
                          Section 906 of the Sarbanes-Oxley Act of 2002 (18
                          U.S.C. 1350).


                                       29
<PAGE>

                                   SIGNATURES

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


Dated: November 9, 2007             UNIVERSAL TRAVEL GROUP


                                By: /s/ Jiangping Jiang
                                    --------------------------------------------
                                    Jiangping Jiang
                                    Chairman and Chief Executive Officer
                                    (Principal Executive Officer)


                                By: /s/ Xin Zhang
                                    --------------------------------------------
                                    Xin Zhang
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


                                       30
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.               Description of Exhibit

31.1            --        Certification of Chief Executive Officer pursuant to
                          Rule 13a-14(a) under the Securities Exchange Act of
                          1934.

31.2            --        Certification of Chief Financial Officer pursuant to
                          Rule 13a-14(a) under the Securities Exchange Act of
                          1934.

32.1            --        Certification of Chief Executive Officer pursuant to
                          Section 906 of the Sarbanes-Oxley Act of 2002 (18
                          U.S.C. 1350).

32.2            --        Certification of Chief Financial Officer pursuant to
                          Section 906 of the Sarbanes-Oxley Act of 2002 (18
                          U.S.C. 1350).