UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549        FORM 10-Q

(Mark One)

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

For the quarterly period ended September30, 2009

or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from                                                      to                                                 Commission file number: 0-32137

                        Online Vacation Center Holdings Corp.               

(Exact name of registrant as specified in its charter)

| Florida                                 | 65-0701352                                 |
|----------------------------------------------|--------------------------------------------|
| State or other jurisdiction of incorporation |  (I.R.S. Employer Identification No.) |
| or organization                         |                                            |

 

1801 N.W. 66thAvenue,Suite 102,        Plantation, Florida              33313    

          (Address of principal executive offices)               (Zip Code)

                                 (954) 377-6400                        

Registrant’s telephone number including area code

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

     Indicate by check mark whether the registrant has electronically submitted and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes  [ ]     No  [ ]

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

Large accelerated filer [  ]                                                                                    Accelerated filer [  ]        Non-accelerated filer [  ] (Do not check if a smaller reporting company)    Smaller reporting company [X]

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

At November13, 2009, the number of shares outstanding of the registrant's common stock, $0.0001 par value was 15,050,478.

 

 

|                                                |                                                                                            | PAGE  |
|------------------------------------------------|--------------------------------------------------------------------------------------------|------------|
| Part  I.                             | Financial Information                                                                      |       |
| Item 1                                    | Financial Statements (Unaudited)                                                           |       |
|                                           | Condensed Consolidated Balance Sheets                                                      | 3          |
|                                           | Condensed Consolidated Statements of Operations                                            | 4          |
|                                           | Condensed Consolidated Statements of Cash Flows                                            | 5          |
|                                           | Notes to Consolidated Financial Statements                                                 | 6          |
| Item 2                                    | Management’s Discussion and Analysis of Financial Condition and Results of Operation | 16         |
| Item 4T.                                  | Controls and Procedures                                                                    | 23         |
| Part II                                   | Other Information                                                                          |       |
| Item 1                                    | Legal Proceedings                                                                          | 24         |
| Item 2                                    | Unregistered Sales of Equity Securities and Use of Proceeds                                | 24         |
| Item 3                                    | Default upon Senior Notes                                                                  | 25         |
| Item 4                                    | Submission of Matters to a Vote of Securities Holders                                      | 25         |
| Item 5                                    | Other Information                                                                          | 25         |
| Item 6                                    | Exhibits                                                                                   | 25         |
|   Exhibit 31.1 – Certification |                                                                                       |
|   Exhibit 31.2 – Certification |                                                                                       |
|   Exhibit 32.1 – Certification |                                                                                       |
|   Exhibit 32.2 – Certification |                                                                                       |
|                                           |                                                                                       |       |

2

 

| ONLINE VACATION CENTER HOLDINGS CORP.                                                                                                           |   |          |   |         |
|-------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------|--------|--------------|
| CONDENSED CONSOLIDATED BALANCE SHEETS                                                                                                           |   |          |   |         |
|                                                                                                                                            |   | September 30, |   | December 31, |
|                                                                                                                                            |   | 2009          |   | 2008         |
|                                                                                                                                            |   | Unaudited     |   | Audited      |
|                                                                                                                                            |   |          |   | (Restated)   |
| ASSETS                                                                                                                                          |   |          |   |         |
| CURRENT ASSETS                                                                                                                                  |   |          |   |         |
| Cash and cash equivalents                                                                                                                       |   | $ 2,294,207   |   | $ 1,693,447  |
| Accounts receivable, net                                                                                                                        |   | 568,858       |   | 1,198,768    |
| Deposits and prepaid items                                                                                                                      |   | 857,910       |   | 701,317      |
| Deferred tax asset, net                                                                                                                         |   | 27,133        |   | 27,672       |
| Current assets available for sale                                                                                                               |   | 46,485        |   | 69,024       |
| Total Current Assets                                                                                                                            |   | 3,794,593     |   | 3,690,228    |
|                                                                                                                                            |   |          |   |         |
| Restricted cash                                                                                                                                 |   | 48,000        |   | 63,000       |
| Property and equipment, net                                                                                                                     |   | 154,974       |   | 137,897      |
| Intangible assets, net                                                                                                                          |   | 1,051,389     |   | 923,493      |
| Goodwill                                                                                                                                        |   | 395,182       |   | 395,181      |
| Other assets                                                                                                                                    |   | 38,197        |   | 58,306       |
| Long lived assets available for sale                                                                                                            |   | 184,829       |   | 1,498,182    |
| Total Assets                                                                                                                                    |   | $ 5,667,164   |   | $ 6,766,287  |
| LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                            |   |          |   |         |
| CURRENT LIABILITIES                                                                                                                             |   |          |   |         |
| Accounts payable and accrued liabilities                                                                                                        |   | $ 1,104,005   |   | $ 977,025    |
| Deferred revenue                                                                                                                                |   | 2,065,455     |   | 1,976,564    |
| Notes payable and capital lease obligations, current portion                                                                                    |   | 117,652       |   | 120,287      |
| Current liabilities available for sale                                                                                                          |   | 107,631       |   | 77,948       |
| Total Current Liabilities                                                                                                                       |   | 3,394,743     |   | 3,151,824    |
|                                                                                                                                            |   |          |   |         |
| Notes payable and capital lease obligations                                                                                                     |   | 21,786        |   | 131,609      |
|                                                                                                                                            |   |          |   |         |
| Deferred tax liability                                                                                                                          |   | 70,128        |   | 16,113       |
|                                                                                                                                            |   |          |   |         |
| Non current liabilities available for sale                                                                                                      |   | 51,432        |   | 59,348       |
|                                                                                                                                            |   |          |   |         |
| Total Liabilities                                                                                                                               |   | 3,538,089     |   | 3,358,894    |
| COMMITMENTS AND CONTINGENCIES                                                                                                                   |   |          |   |         |
|                                                                                                                                            |   |          |   |         |
| STOCKHOLDERS' EQUITY                                                                                                                            |   |          |   |         |
| Preferred stock, 1,000,000 shares authorized at                                                                                                 |   |          |   |         |
| $.0001 par value; 0 shares issued and outstanding                                                                                               |   | -             |   | -       |
| Common stock, 80,000,000 shares authorized at                                                                                                   |   |          |   |         |
| $.0001 par value; 16,284,788 and 17,252,777 shares                                                                                              |   |          |   |         |
| issued and outstanding                                                                                                                          |   | 1,628         |   | 1,725        |
| Additional paid-in capital                                                                                                                      |   | 4,587,986     |   | 5,017,789    |
| Accumulated deficit                                                                                                                             |   | (1,893,384)   |   | (1,586,493)  |
| Treasury stock at cost; 1,134,110 and 44,300 shares                                                                                             |   | (567,155)     |   | (25,628)     |
| Total Stockholders' Equity                                                                                                                      |   | 2,129,075     |   | 3,407,393    |
|                                                                                                                                            |   |          |   |         |
| Total Liabilities and Stockholders' Equity                                                                                                      |        | $ 5,667,164   |   | $ 6,766,287  |
|  

                                                                                                                                   |        |               |        |              |
| The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

3
     |

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

         

 

| ONLINE VACATION CENTER HOLDINGS CORP.CONDENSED                                      CONSOLIDATED STATEMENTS OF OPERATIONS               |                                                                |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                |
| (UNAUDITED)                                                                                                                                                                                                                                 |                                                                |
|                                                                                                                                                                                                                                                                           | For the Three Months Ended September 30,             |   | For the Nine Months Ended September 30,   |  |
|                                                                                                                                                                                                                                                                           | 2009                                                           |   | 2008 |   | 2009 |   | 2008 |  |
|                                                                                                                                                                                                                                                                           |                                                           |   |   |   |   |   | (Restated) |  |
| NET REVENUES                                                                                                                                                                                                                                                                   | $     1,571,884                            |   | $       1,719,008 |   | $          6,522,341 |   | $          6,229,358 |  |
|                                                                                                                                                                                                                                                                           |                                                           |   |   |   |   |   |   |  |
| OPERATING EXPENSES:                                                                                                                                                                                                                                                            |                                                           |   |   |   |   |   |   |  |
| Selling and marketing                                                                                                                                                                                                                                                          | 553,375                                                        |   | 405,360 |   | 1,746,582 |   | 1,935,615 |  |
| General and administrative                                                                                                                                                                                                                                                     | 1,031,482                                                      |   | 1,183,899 |   | 3,294,875 |   | 3,896,552 |  |
| Depreciation and amortization                                                                                                                                                                                                                                                  | 121,691                                                        |   | 95,361 |   | 343,941 |   | 256,401 |  |
|                                                                                                                                                                                                                                                                           |                                                           |   |   |   |   |   |   |  |
| OPERATING INCOME (LOSS)                                                                                                                                                                                                                                                        | (134,664)                                                      |   | 34,388 |   | 1,136,943 |   | 140,790 |  |
|                                                                                                                                                                                                                                                                           |                                                           |   |   |   |   |   |   |  |
| Interest income (expense), net                                                                                                                                                                                                                                                 | 2,859                                                          |   | (2,876) |   | 5,921 |   | (25,382) |  |
|                                                                                                                                                                                                                                                                           |                                                           |   |   |   |   |   |   |  |
| Income (Loss) from continuing operations before                                                                                                                                                                                                                                |                                                           |   |   |   |   |   |   |  |
| provision for income taxes                                                                                                                                                                                                                                                     | (131,805)                                                      |   | 31,512 |   | 1,142,864 |   | 115,408 |  |
|                                                                                                                                                                                                                                                                           |                                                           |   |   |   |   |   |   |  |
| Provision for income taxes                                                                                                                                                                                                                                                     | 411                                                            |   | 13,627 |   | 517,397 |   | 81,755 |  |
|                                                                                                                                                                                                                                                                           |                                                           |   |   |   |   |   |   |  |
| Income (Loss) from continuing operations                                                                                                                                                                                                                                       | (132,216)                                                      |   | 17,885 |   | 625,467 |   | 33,653 |  |
|                                                                                                                                                                                                                                                                           |                                                           |   |   |   |   |   |   |  |
| DISCONTINUED OPERATIONS:                                                                                                                                                                                                                                                       |                                                           |   |   |   |   |   |   |  |
|                                                                                                                                                                                                                                                                           |                                                           |   |   |   |   |   |   |  |
| Income (Loss) from discontinued operations, net of tax                                                                                                                                                                                                                         | (873,343)                                                      |   | 23,985 |   | (932,358) |   | (757,833) |  |
|                                                                                                                                                                                                                                                                           |                                                           |   |   |   |   |   |   |  |
| NET INCOME (LOSS)                                                                                                                                                                                                                                                              | $  (1,005,559)                                            |   | $            41,870 |   | $          (306,891) |   | $           (724,180) |  |
|                                                                                                                                                                                                                                                                           |                                                           |   |   |   |   |   |   |  |
| EARNINGS PER SHARE - Basic                                                                                                                                                                                                                                                     |                                                           |   |   |   |   |   |   |  |
| Income (Loss) from continuing operations                                                                                                                                                                                                                                       | $          (0.01) |   | $                    - |   | $                  0.04 |   | $                     -   |  |
| (Loss) from discontinued operations                                                                                                                                                                                                                                            | $          (0.05) |   | $                    - |   | $               (0.06) |   | $               (0.05) |  |
| Net Income (Loss)                                                                                                                                                                                                                                                              | $          (0.06) |   | $                    - |   | $               (0.02) |   | $               (0.04) |  |
|                                                                                                                                                                                                                                                                           |                                                           |   |   |   |   |   |   |  |
| Weighted average shares outstanding - Basic                                                                                                                                                                                                                                    | 15,979,356                                                     |   | 17,252,777 |   | 16,828,165 |   | 17,666,249 |  |
|                                                                                                                                                                                                                                                                           |                                                           |   |   |   |   |   |   |  |
| EARNINGS PER SHARE - Diluted                                                                                                                                                                                                                                                   |                                                           |   |   |   |   |   |   |  |
| Income (Loss) from continuing operations                                                                                                                                                                                                                                       | $          (0.01) |   | $                    - |   | $                  0.04 |   | $                       - |  |
| (Loss) from discontinued operations                                                                                                                                                                                                                                            | $          (0.05) |   | $                    - |   | $               (0.06) |   | $               (0.05) |  |
| Net Income (Loss)                                                                                                                                                                                                                                                              | $          (0.06)      |   | $                    - |   | $               (0.02) |   | $               (0.04) |  |
|                                                                                                                                                                                                                                                                           |                                                           |   |   |   |   |   |   |  |
| Weighted average shares outstanding - Diluted                                                                                                                                                                                                                                  | 15,979,356                                                     |   | 17,252,777 |   | 16,828,165 |   | 17,666,249 |  |
|  

                                                                                                                                                                                                                                                                  |                                                                |  |  |  |  |  |  |  |
| The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

 

4
                                                                                                             |                                                                |

 

| ONLINE VACATION CENTER HOLDINGS CORP.                                                                                                                                                               |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                                                                                                                                                |
|                                                                                                                                                                                                                    |   | For the Nine Months Ended   |
|                                                                                                                                                                                                                    |   | September 30, |   | September 30, |
|                                                                                                                                                                                                                    |   | 2009 |   | 2008 |
|                                                                                                                                                                                                                    |   |   |   |   |
| Cash flows from continuing operating activities:                                                                                                                                                                        |   |   |   | (Restated) |
|  Net (loss)                                                                                                                                                                                                        | $   (306,891) |   | $   (724,180) |
| Loss from discontinued operations, net of tax                                                                                                                                                                           | 932,358 |  | 757,833 |
| Income from continuing operations

Adjustments to reconcile to net cash inflow from operating activities:                                                                                                               | 625,467 |   | 33,653 |
|                                                                                                                                                                                                                    |   |   |
| Depreciation and amortization

Stock based compensation expense                                                                                                                                                         | 343,941 |   | 256,401 |
| 64,896                                                                                                                                                                                                                  |   | 126,712 |
| Imputed interest expense- net

Deferred income tax expense                                                                                                                                                              | 2,420 |   | 18,669 |
| 54,554                                                                                                                                                                                                                  |   | 90,867 |
| Decrease in accounts receivable

(Increase) in deposits and prepaid items
                         Increase in accounts payable and accrued liabilities                         
Increase in deferred revenue | 629,910 |   | 134,864 |
| (155,312)                                                                                                                                                                                                               |   | (145,453) |
| 126,980                                                                                                                                                                                                                 |   | 21,465 |
| 88,891                                                                                                                                                                                                                  |   | 354,825 |
| Net cash provided by operating activities                                                                                                                                                                               |   | 1,781,747 |   | 892,003 |
|                                                                                                                                                                                                                    |   |   |   |   |
| Cash flows from continuing investing activites:                                                                                                                                                                         |   |   |   |   |
| Capital expenditures

(Increase) in intangible assets

Decrease in restricted cash

(Increase)/Decrease in receivable upon disposition of discontinued operation

Cash paid upon disposition of discontinued operation  | (107,737) |   | (62,180) |
| (381,177)                                                                                                                                                                                                               |   | (367,807) |
| 15,000                                                                                                                                                                                                                  |   | 280,108 |
| 22,500                                                                                                                                                                                                                  |   | (100,000) |
| -                                                                                                                                                                                                                       |   | (4,932) |
| Cash used in investing activities                                                                                                                                                                                       |   | (451,414) |   | (254,811) |
|                                                                                                                                                                                                                    |   |   |   |   |
| Cash flows from continuing financing activites:                                                                                                                                                                         |   |   |   |   |
| Purchase of treausry stock under approved purchase plan

Purchase of treasury stock

Payments under capital lease obligations

Repayment of notes payable                                                     | (91,473) |   | (3,155) |
| (944,850)                                                                                                                                                                                                               |   | - |
| (18,550)                                                                                                                                                                                                                |   | - |
| (100,000)                                                                                                                                                                                                               |   | (100,000) |
| Cash used in financing activities                                                                                                                                                                                       |   | (1,154,873) |   | (103,155) |
|                                                                                                                                                                                                                    |   |   |   |   |
| Discontinued Operations                                                                                                                                                                                                 |   |   |   |   |
| Cash provided by operating activities                                                                                                                                                                                   | 425,300 |   | 91,005 |
| Cash provided by discontinued operations                                                                                                                                                                                |   | 425,300 |   | 91,005 |
|                                                                                                                                                                                                                    |   |   |   |   |
| Increase in cash during the period                                                                                                                                                                                      |   | 600,760 |   | 625,042 |
|                                                                                                                                                                                                                    |   |   |   |   |
| Cash at the beginning of the period                                                                                                                                                                                     |   | 1,693,447 |   | 1,189,042 |
|                                                                                                                                                                                                                    |   |   |   |   |
| Cash at the end of the period                                                                                                                                                                                           |   | $ 2,294,207 |   | $ 1,814,084 |
| Supplemental information:                                                                                                                                                                                               |   |   |   |   |
| Cash paid for interest

Cash paid for taxes

Common stock received in conjunction with disposition of

  discontinued operation

Retirement of treasury stock                                  | $     13,834 |   | $      16,273 |
| $   266,700                                                                                                                                                                                                   |   | $      15,684 |
|                                                                                                                                                                                                                    |   |   |
| $               -                                                                                                                                 |   | $    725,000 |
| $   494,796                                                                                                                                                                                                   |   | $               - |
|  

                                                                                                                                                                                                           |  |  |  |  |
| The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these statements.
                                                                                |

 

ONLINE VACATION CENTER HOLDINGSCORP AND SUBSIDIARIESNOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

|  | 1.      | BASIS OF PRESENTATION |
|--|----------------------------------|-----------------------|

The results of operations for the three months ended September30, 2009are not necessarily indicative of annual results. The Company manages its business as one reportable segment.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. For the Company, key estimates include allowance for doubtful accounts, the        fair value of goodwill and intangible assets, asset lives used in computing depreciation and amortization, including amortization of intangible assets, and accounting for income taxes, contingencies and litigation. While the Company believes that such estimates are fair when considered in conjunction with the condensed consolidated financial position and results of operations taken as a whole, actual results could differ from those estimates and such differences may be material to the        financial statements.

|  | 2.      | RESTATEMENTS AND REVISIONS |
|--|----------------------------------|----------------------------|

6          

ONLINE VACATION CENTER HOLDINGSCORP AND SUBSIDIARIESNOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Phoenix error was the result of a lack of consistency of methodology in determining the fair value of the shares of common stock of the Company received in consideration for the disposition of Phoenix with the methodology utilized in determining the fair value of the shares of common stock of the Company issued when Phoenix was acquired. The Company had        determined the fair value of the Phoenix net assets acquired in August 2006 based on the market (fair) value of a share of the Company’s common stock, $1.125, for each of the 1,450,000 shares of common stock issued in connection with the acquisition. This was calculated by using the then trading price of the Company’s common shares of $1.50, discounted by 25% due to restrictions on their transfer and limited marketability. Upon the disposition of Phoenix in March 2008, the        Company computed its loss on disposition of $58,382 based on the difference of the value of the 1,250,000 shares of the Company’s common stock received based on the value per share at time of acquisition, $1.125, and the fair value of the net assets of Phoenix at the time of disposition. As discussed in our original 10-K, at that time, the Company believed that it could not determine fair value of either the asset transferred (Phoenix) or the asset received (shares of the        Company’s common stock), and therefore recorded cost was used to record the sale. The Company’s management and the Audit Committee of the Board of Directors with consideration to a comment letter received from the SEC has now determined that the use of the market value of the Company’s shares of common stock at the time of acquisition to compute the loss upon disposition of Phoenix was inappropriate. The computation should have been based on the market (fair) value per        share at the time of disposition in March 2008, $0.58, a Level 1 input within the fair value hierarchy in accordance with Statement of Financial Accounting Standards No. 157- Fair Value Measurements, of the 1,250,000 shares of the Company’s common stock received resulting in a loss of $739,632. For tax purposes, the transaction was treated as split-off with no resulting tax consequences.

In addition, the Company is revising the accounting treatment for the conversion feature associated with the convertible debt issued in conjunction with the acquisitions of Thoroughbred Travel LLC and La Fern Inc. (“Notes”) in 2006. As of December 31, 2008, value in the amount of $56,424 was assigned in error to the        conversion feature of the Notes which resulted in an increase in goodwill and additional paid-in capital whereas no conversion feature value should have been assigned to the Notes.

As a result of theseadjustments, both the Company’sloss from discontinued operations and itsnet loss for the ninemonths ended September30,        2008 were understated by $681,250. In addition, the Company’saccumulated deficit as of December 31, 2008was understated by $681,250, additional paid in capital as of December 31, 2008was understated by $624,826 and goodwill as of December 31, 2008was overstated by $56,424. Finally, the Company’sloss per share from discontinued operations; both basic and diluted were overstated by $0.04and net income per share; both basic and diluted were overstated by $0.04for the ninemonthsended September30, 2008. There was no impact on net cash used in operating activities,        the net decrease in cash and equivalents for the ninemonthsended September30, 2008 or the balance of cashand equivalents as of September30, 2008. 

 

7

ONLINE VACATION CENTER HOLDINGSCORP AND SUBSIDIARIESNOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table reconciles the Company’s December 31, 2008 consolidated balance sheet as previously reported to the restated amounts. 

| **CONSOLIDATED BALANCE SHEET**                 |
|------------------------------------------------|
|                                           | **              December 31, 2008             ** |
|                                           | As Originally

   Reported     |  

Adjustments |        As      

  Restated    |
| **ASSETS**                                     |   |   |   |
| Total Current Assets                           | $  3,690,228  | $            --  | $  3,690,228  |
| Restricted cash                                | 63,000  |       --  | 63,000  |
| Property and equipment, net                    | 140,285  |       --  | 140,285  |
| Intangible assets, net                         | 1,116,613  |             --  | 1,116,613  |
| Goodwill                                       | 1,754,279  | (    56,424) | 1,697,854  |
| Other assets                                   |       58,306  |               --  |       58,306  |
| Total Assets                                   | $  6,822,711  | $ (    56,424) | $  6,766,287  |
| **LIABILITIES AND STOCKHOLDER’S EQUITY** |   |   |   |
| TOTAL LIABILITIES                              |  3,358,894  |        |  3,358,894  |
| **STOCKHOLDERS' EQUITY**                       |   |   |   |
| Preferred stock                                |       --  |       --  |       --  |
| Common stock                                   | 1,725  |       --  | 1,725  |
| Additional paid-in capital                     | 4,392,963  | 624,826  | 5,017,789  |
| Accumulated deficit                            | (905,243) | (681,250) | (1,586,493) |
| Treasury stock                                 |        25,628  |              --  |        25,628  |
| **TOTAL STOCKHOLDERS****’****EQUITY**    |   3,463,817  |     (56,424) |   3,407,393  |
| **TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY** |  

$  6,822,711  | $    (56,424) |  

$  6,766,287  |

        The following table reconciles the Company’s consolidated statement of operations for the ninemonths ended September30, 2008 as previously reported to the restated amounts. 

| **CONSOLIDATED STATEMENT OF OPERATIONS**                                                                     |
|--------------------------------------------------------------------------------------------------------------|
|                                                                                                         | **   **** ****Nine****Months Ended****September****30, 2008  ** |
|                                                                                                         | As Originally                           Reported     |  

Adjustment |        As                                Restated    |
| Income from continuing operations                                                                            | $     76,344  | $             --  | $     76,344  |
| Discontinued operations:                                                                                     |   |   |   |
| Loss from discontinued operations of Phoenix                        International Publishing LLC, net of tax |  

 (119,274) |  

 (681,250) |  

 (800,524) |
| Net (loss)                                                                                                   | $   (84,800) | $  (681,250) | $  (724,180) |
| Earnings/(Loss) per share – basic and diluted                                                          |   |   |   |
| Income from continuing operations                                                                            | $    . --  | $    . --  | $    . --  |
| Loss from discontinued operations                                                                            |  (0.01) |  (0.04) |  (0.05) |
| Net (loss)                                                                                                   | $  0.00  | $ (0.04) | $ (0.04) |

ONLINE VACATION CENTER HOLDINGSCORP AND SUBSIDIARIESNOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In conjunction with the Acquisition Agreement dated as of March 31, 2008 between the Company and Simon Todd, Phoenix is obligated to pay its pre-disposition intercompany debt balance to the Company of $100,000 in forty consecutivemonthly payments of $2,500 commencing on October 1, 2008. The series of forty monthly payments of $2,500 has been discounted,        using the Company’s estimated incremental borrowing rate of 6.5% and the aggregate related unamortized imputed interest of $13,498as of March 31, 2008 has been offset against the face value of the receivable and a corresponding interest expenserecorded. Thecurrent portion of this receivable from Phoenix, $26,571, has been classified as deposits and prepaid items and        the remaining balance of $38,197asother assets as of September30, 2009.

|  | 3.      | DISPOSITION |
|--|----------------------------------|-------------|

On September 30, 2009, the Board of Directors authorized the sale of Thoroughbred Travel LLC (“Thoroughbred”) and La Tours and Cruises, Inc. (“La Tours”), our Houston, Texas based travel agencies focused on providing luxury based        personal travel products, such as cruises, European tours and all inclusive vacations. Additionally, the Board of Directors authorized the dissolution of La Fern, Inc. (“La Fern”) a Florida travel agency focused on providing land-based vacations. We acquired Thoroughbred in September 2006. La Fern in October 2006 and La Tours in January 2007.          

On October 19, 2009, the Company entered into a definitive agreement (the “SalesAgreement”) to sell the assets and liabilities arising from customer travel after November 2, 2009 of La Tours and Thoroughbred to West        University Travel LLC, a Texas limited liability company (“West University).The principal members of West University are Ray Schutter, President of La Tours and Thoroughbred, and Cecilia Schutter. The Company acquired West University from Ray and Cecilia Schutter in January 2007 in exchange for $550,000 in cash, which was payable  in installments, and 50,000 restricted shares of the Company's common stock. Pursuant to the        SalesAgreement, Mr. and Mrs. Schutter will return 50,000 restricted shares of the Company'scommon stock and forgive the Company's$100,000 note issued to the Schutters in conjunction with the Company'sacquisition of La Tours. Upon consummation of the SalesAgreement, Mr. Schutter will        resign as President of La Tours and Thoroughbred and the Companywill retire the 50,000 shares of ourcommon stock.          As a result of the above events, the Company reviewed the carrying value of all intangibles and goodwill attributable to La Fern, Thoroughbred and La Tours for impairment. An intangible impairment loss of $103,923 and a goodwill impairment loss of $1,170,191 were recorded as of September 30, 2009. The fair value of the tested intangibles and the related subsidiaries was based on the estimated Level 2proceeds to be        derived from the sale of assets and liabilities of La Tours and Thoroughbred and the estimated Level 3residual value upon dissolution of La Fern.

The results of operations and cash flows of Phoenix, La Tours, Thoroughbred and La Fernhavebeen removed from the results        of continuing operationsfor the three months and nine months ended September 30, 2008 and 2009 sans Phoenix, respectively. The results of operations of Phoenix, La Tour, Thoroughbred and La Fernforthe three months ended September 30, 2009 and 2008, respectively, are as        follows:

 

ONLINE VACATION CENTER HOLDINGSCORP AND SUBSIDIARIESNOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

| For the three months ended September 30, |
|------------------------------------------|
|                                     |      

2009     |      

2008     | Increase/

(Decrease) |
| Revenues                                 | $   159,385  | $ 256,969  | $   (97,584) |
| Impairment charges- intangibles          | 103,923  | --  | 103,923  |
| Impairment charges- goodwill             | 1,170,191  | --  | 1,170,191  |
| Income (Loss) before income taxes        | (1,421,136) | 44,661  | (1,465,797) |
| Income taxes (benefit)                   |   (547,793) |  20,676  |    (568,469) |
| Loss from discontinued operations        | $ (873,343) | $ 23,985  | $  (897, 328) |

| For the nine months ended September 30, |
|-----------------------------------------|
|                                    |      

2009     |      

2008     | Increase/

(Decrease) |
| Revenues                                | $   382,480  | $   801,762  | $   (419,282) |
| Impairment charges- intangibles         | 103,923  | --  | 103,923  |
| Impairment charges- goodwill            | 1,170,191  | --  | 1,170,191  |
| Income (Loss) before income taxes       | (1,525,507) | 3,321  | (1,528,828) |
| Loss on disposal of Phoenix             | --  | (739,632) | 739,632  |
| Income taxes (benefit)                  |   (590,149) |  21,522  |    (611,671) |
| Loss from discontinued operations       | $ (932,358) | $ (757,833) | $ (174,525) |

The assets and liabilities of discontinued businesses have been reclassified and are segregated in the consolidated balance sheet of September 30, 2009 and December 31, 2008, respectively, as summarized as follows: 

|                                          | September 30, 2009                   | December 31, 2008                                            |
|-----------------------------------------------|--------------------------------------|--------------------------------------------------------------|
| Accounts receivable, net                      | $   40,582            | $       37,341            |
| Deposits and prepaid items                    |     5,903        |    31,683                                     |
| Total current assets available for sale       | $   46,485            | $       69,024            |
|                                          |                                 |                                                         |
| Property and equipment, net                   | $     1,027 | $         2,388 |
| Intangible assets, net                        | 52,117                               | 193,120                                                      |
| Goodwill                                      |   131,685                  |  1,302,674                                              |
| Total long lived assets available for sale    | $ 184,829                       | $ 1,498,182                                             |
|                                          |                                 |                                                         |
| Accounts payable and accrued liabilities      | $   80,304            | $      64,583                  |
| Deferred revenue                              |    27,327             |       13,365                   |
| Total current liabilities available for sale  | $ 107,631                       | $      77,948                  |
|                                          |                                 |                                                         |
| Non current portion of deferred tax liability | $   51,432            | $      59,348                  |

 

10

ONLINE VACATION CENTER HOLDINGSCORP AND SUBSIDIARIESNOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

| 4.      | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS |
|----------------------------------|-------------------------------------------|

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No.2009-01 (“ASU 2009-01”), which establishes the FASB Accounting Standards CodificationTM as the source of authoritative        U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. The Company adopted ASU 2009-01 during the three months ended September30, 2009 and its adoption did not have any impact on the Company’s consolidated financial statements. 

In August 2009, the FASB issued Accounting Standards Update No.2009-05 (“ASU 2009-05”), which clarified how to measure the fair value of liabilities in circumstances when a quoted price in an active market for the identical liability is not available. ASU 2009-05 is effective for the first reporting period        beginning after the issuance of this standard. The Company expects to adopt ASU 2009-05 during the three months ended December31, 2009 and is evaluating the impact that this adoption will have on its consolidated financial statements.         In October 2009, the FASB issued Accounting Standards Update No.2009-13 (“ASU 2009-13”), which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified beginning in fiscal years on or after June15, 2010. Early adoption is        permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements, if any. 

A variety of proposed or otherwise potential accounting standards are currently under study by standard-setting organizations and various regulatory agencies. Because of the tentative and preliminary nature of these proposed standards, management has not determined whether implementation of such proposed standards would        be material to the Company’s consolidated financial statements. 

|  | 5.      | EARNINGS PER SHARE |
|--|----------------------------------|--------------------|

Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity        awards vest resulting in the issuance of common stockor conversion of notes into shares of the Company’s common stockthat could increase the number of shares outstanding and lower the earnings per share of the 

11

ONLINE VACATION CENTER HOLDINGSCORP AND SUBSIDIARIESNOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Company’s common stock. This calculation is not done for periods in a loss position as this would be antidilutive.As of September30, 2009, there were no stock options or stock awards that would have been included in the computation of        diluted earnings per share that could potentially dilute basic earnings per share in the future. The information related to basic and diluted earnings per share is as follows: 

|                                                                   |  

Quarter Ended September30,                     | Nine Months Ended September 30,                        |
|------------------------------------------------------------------------|--------------------------------------------------------|--------------------------------------------------------|
|                                                                   |     

2009     |     

2008     |      

2009      |      

2008      |
|                                                                        |                                                        |                                                        |  | (Restated) |
| Numerator:                                                             |                                                   |                                                   |   |   |
| Continuing operations:                                                 |                                                   |                                                   |   |   |
| Income (Loss) from continuing

operations                              |  

$ (132,216)                               |  

$  17,885                            |  

$ 625,467  |  

$    33,653  |
|                                                                   |                                                   |                                                   |   |   |
| Discontinued operations                                                |                                                   |                                                   |   |   |
| Income (Loss)from discontinued

operations                             |    

(873,343)                          |  

23,985                                    |  

(932,358) |  

(757,833) |
| Net income (loss)                                                      | $ (1,005,559)                                     | $  41,870                                    | $ (306,891) | $ (724,180) |
|                                                                   |                                                   |                                                   |   |   |
| Denominator:                                                           |                                                   |                                                   |   |   |
| Weighted average number of shares outstanding – basicand diluted |  

 

15,979,356                        |  

 

17,252,777                        |  

16,828,165  |  

17,666,249  |
|                                                                        |                                                   |                                                   |   |   |
| EPS:                                                                   |                                                   |                                                   |   |   |
| Basic:                                                                 |                                                   |                                                   |   |   |
| Continuing operations                                                  | $ (0.01)                                          | $ 0.00                                       | $ 0.04  | $ 0.00  |
| Discontinued operations                                                |  (0.05)                                           |   0.00                                  |  (0.06) | (0.05) |
| Net income/(loss)                                                      | $ (0.06)                                          | $ 0.00                                       | $ (0.02) | $ (0.04) |
|                                                                   |                                                   |                                                   |   |   |
| Diluted                                                                |                                                   |                                                   |   |   |
| Continuing operations                                                  | $ (0.01)                                          | $ 0.00                                       | $ 0.04  | $ 0.00  |
| Discontinued operations                                                |  (0.05)                                           |   0.00                                  |  (0.06) | (0.05) |
| Net income/(loss)                                                      | $ (0.06)                                          | $ 0.00                                       | $ (0.02) | $ (0.04) |

|  | 6.      | TREASURY STOCK |
|--|----------------------------------|----------------|

12

 

ONLINE VACATION CENTER HOLDINGSCORP AND SUBSIDIARIESNOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

approved a program to repurchase up to an additional $150,000 of the Company's common stock to be funded from available working capital and subject to the applicable rules and regulations of the SECand other applicable legal requirements. The program will not extend beyond        December31, 2009, in accordance with the Board of Directors authorization in May 2009, does not require the Company to acquire a specific number of shares and may be suspended from time to time or discontinued. As of September30, 2009 the Company had purchased 223,609 shares of its common stock in the open market at a cost of $117,101in conjunction with the        program.

During the quarter ended September30, 2009, the Company entered into agreements with Pacific Tour Services (“PTS”),the Cataldo Family Trust,Richard A. McKinnon and Robert Dunhillto purchase 884,310shares, 100,000 shares, 150,000 sharesand 18,900 shares, respectively, of the Company’s common stock at a purchase price of $0.50 per share from the Company’s working capital. William Cataldo, a shareholder who beneficially owns more than 5% of the Company, is a beneficiary of the Cataldo Family        Trust, but does not exercise voting or dispositive power over any shares held by the Cataldo Family Trust; Mr. Cataldo also has voting and dispositive power over investments held by PTS.Richard A. McKinnon is a member of the Company’s Board of Directors.Robert Dunhill is aformer owner of Dunhill Vacations, Inc., to whom these shares        were initially issued in conjunction with the Company’s acquisition of Dunhill Vacations, Inc. in January 2007. Theserepurchase transactionsarenot part of the Company’s previously announced repurchase programs.

|  | 7.      | STOCK BASED COMPENSATION |
|--|----------------------------------|--------------------------|

In conjunction with the Share Exchange Agreementdated as of August 25, 2005 effective as of March 15, 2006 between the Company, formerly known as Alec Bradley Cigar Corporation, Online Vacation Center Holdings, Inc. and its shareholders,the Company's Board of        Directors amended its 2005 Management and Director Equity Incentive and Compensation Plan (the “Plan”). This Plan provides for the grants of stock options, restricted stock, performance-based and other equity-based incentive awards to directors, officers and key employees. Under this Plan, stock options must be granted at an option price that is greater than or equal to the market price of the stock on the date of the grant. If an employee owns 10% or more of the        Company’s outstanding common stock, the option price must be at least 110% of the market price on the date of the grant. Options granted under this Plan become exercisable in accordance with the terms of the grant as determined by a committee of the Company’s Board of Directors. All options granted expire no more than 10years following the date of grant.All stock option grants currently outstanding        vested either on the date of grant or will vest two years from the date of grant, provided that the individual is continuously employed with the Company. All outstanding restricted stock grants vest 20% upon grant and ratably over the successive four years, subject to continued employment with the Company.

Nostock options were granted during the three months ended September30, 2009.

A summary of the activity in our Plan for the nine months ended September30, 2009is presented below:

|                                     |  

Shares                                                                        | Weighted Average

   Exercise Price    |
|------------------------------------------|---------------------------------------------------------------------------------------|----------------------------------------------------------------------|
| Options outstanding at December 31, 2008 | 2,447,400                                                                             | $ 1.39                                           |
| Granted                                  | -                                                                                     | 0.00                                                                 |
| Canceled                                 | 45,000                                                                                | 1.46                                                                 |
| Exercised                                |               - | 0.00                                                                 |
| Options outstanding at September30, 2009 | 2,402,400                                                                             | $ 1.39                                           |

 

ONLINE VACATION CENTER HOLDINGSCORP AND SUBSIDIARIESNOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Compensation cost recognized for the quarters ended September30, 2009 and 2008 andthe ninemonth periods then ended was $15,568and $28,805,$49,326and $110,462,respectively. 

As of September30, 2009, there was approximately $8,218of total stock-based compensation expense not yet recognized relating to non-vested awards granted under our option plan as calculated under SFAS 123R. This expense is net of estimated        forfeitures and is expected to be recognized over a weighted-average period of approximately sevenmonths. The number of non-exercisable shares was 432,400shares of common stock at September30, 2009.At September30, 2009, 1,970,000 shares of common stock at weighted average strike price of $1.39per share were exercisable.

For the quarterended September30, 2009, norestricted shares were granted to employees and directors under the Plan. Compensation cost recognized for the ninemonthsended September30, 2009 and 2008 was $15,570and $16,250,respectively. 

|  | 8.      | INCOME TAXES |
|--|----------------------------------|--------------|

The provision (benefit) for income taxes from continued operations for thequarter and nine months ended September30, 2009and 2008consist of the following:

|                            |  

The Quarter Ended 

September 30, |  

The Nine Months Ended                        September 30, |
|---------------------------------|-------------------------------------------|--------------------------------------------------------------------|
|                            | 2009                                      | 2008                                                               | 2009 | 2008 |
| Current:                        |                                      |                                                               |   |   |
| Federal                         | $  (2,470)                      | $         --     | $   (2,470) | $             -- |
| State                           |   (1,192)                       |    (283)                                            |     (792) |           1,278 |
|                            |   (3,662)                       |   (283)                                                  |    (3,262) |            1,278  |
| Deferred                        |                                      |                                                               |   |   |
| Federal                         |  3,696                          |  12,621                                                  | 472,406  |          69,003 |
| State                           |     581          |   1,289                                             |   74,235  |          11,474 |
|                            |  4,073                          |   13,910                                            |  520,659  |          80,477 |
| Provision for income taxes, net | $    411         | $ 13,627                                                 | $ 517,397  | $        81,755 |

        The difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows:

|                               |  

The Quarter Ended September 30, | The Nine Months Ended                        September 30 |
|------------------------------------|-----------------------------------------|-----------------------------------------------------------|
|                               | 2009                                    | 2008                                                      | 2009 | 2008 |
| Statutory federal income tax rate  | (35.0)%                                 | 35.0%                                                     | 35.0% | 35.0% |
| State income taxes                 | (3.6)                              | 3.6                                                  | 3.6  | 3.6  |
| Tax effect of non deductible items | 4.3                                | 17.1                                                 | 2.2  | 34.3   |
| True ups                           | 37.4                          | (11.6)                                               | 4.8  | (3.2)  |
| Other                              |   (2.8)        |  (0.9)                                          |  (0.3)   |  1.1   |
| Effective tax rate                 |    0.3%        | 43.2%                                                     |  45.3% | 70.8% |

 

ONLINE VACATION CENTER HOLDINGSCORP AND SUBSIDIARIESNOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The effective tax rate exceeded the statutory rate for both the quarter and the nine month ended September 30, 2009 is primarily a result of computer equipment purchases and list costsin 2008 and 2009 which were expensed for tax purposes but depreciated for book purposes.

Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The tax effect of these temporary differences representing deferred tax assetsand liabilities result principally from the following:

|                                                 | September 30, 2009    | December 31, 2008         |
|------------------------------------------------------|-----------------------|---------------------------|
| Net operating loss carry forwards and AMT tax credit | $ 126,670   | $  36,905  |
| Depreciation and amortization                        | (296,188)             | (152,175)                 |
| Accruals and other                                   |  126,523    |  126,829        |
| Deferred income tax asset (liability)                | $ (42,995)  | $  11,559  |

The net deferred tax assetsand liabilitiesare comprised of the following:

|                                     | September 30, 2009        | December 31, 2008         |
|------------------------------------------|---------------------------|---------------------------|
| Current                                  | $  27,133  | $  27,672  |
| Non-current                              | (70,128)                  |  (16,113)            |
| Net deferred income tax asset(liability) | $ (42,995)           | $  11,559  |

|  | 9.      | COMMITMENTS AND CONTINGENCIES |
|--|----------------------------------|-------------------------------|

The Company is involved from time to time in various legal claims and actions arising in the ordinary course of business.While from time to time claims are asserted that may make demands for sums of money, the Company doesnot believe that the resolution of any        of these matters, either individually or in the aggregate, will materially affect itsfinancial position, cash flows or the results of itsoperations.

|  | 10.      | SUBSEQUENT EVENT |
|--|-----------------------------------|------------------|

On October 27, 2009, the Company entered into an agreement with the E B Rudner Trust to purchase 100,000 sharesof the Company’s common stock at a purchase price of $0.50 per share. The purchase price was paid from the Company's working capital.        Edward B. Rudner, the Company’s Chairman, Chief Executive Officer and Chief Financial Officer, is trustee of the E B Rudner Trust. This repurchase transaction is not part of the Company’s previously announced repurchase program.

15

 

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

Forward Looking Statements                  This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding guidance, industry prospects or future results of operations or financial position, made in this Quarterly Report on Form 10-Q are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify        forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons, including, those risks described in our Annual Report on Form 10-K for the year ended December 31, 2008filed with the Securities and Exchange Commission (“SEC”)on March 27, 2008, March 31, 2008andAugust14, 2009, and the risks discussed in other SEC filings. These risks and uncertainties, as well as other risks anduncertainties,could cause our actual results to differ significantly from management’s expectations. The forward-looking statements included in this report reflect the beliefs of        our management on the date of this report. We undertake no obligation to update publicly any forward-looking statements for any reason.

Overview

We arefocused on internally growing and developingourgroupof diversified vacation marketing companieswith a range of products that can be cross-sold to an extensive customer base and providinga high degree of personalized service to help consumers research, plan and purchase a vacation.                   We provide vacation marketing services through fivewholly owned subsidiaries. Our portfolio of travel companies includes:

|  | ·      | Online Vacation Center,Inc., a full service vacation seller focused on serving the affluent retiree market. Historically, this subsidiary has been the core business, accounting for the majority of revenue and net income through the                    sale of high margin cruise packages. This business is now integrated with our other travel companies, Curves Travel, the licensed travel management company of Curves International, Inc., and Cruises for Less, our home-based selling group |
|--|----------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | Dunhill Vacations, Inc., the publisher of three travel newsletters, "Top Travel Values", "Spotlight", and "TRAVELFLASH" |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------|

Wegenerate revenues from:          

|  | ·      | commissions on cruises |
|--|----------------------------------------|------------------------|

|  | ·      | commissions on other travel related products |
|--|----------------------------------------|----------------------------------------------|

|  | ·      | commissions on travel insurance |
|--|----------------------------------------|---------------------------------|

|  | ·      | advertising and marketing services provided to travel suppliers |
|--|----------------------------------------|-----------------------------------------------------------------|

16

Wecurrently market ourservices by:  

|  | ·      | producing travel-related publications for consumers |
|--|----------------------------------------|-----------------------------------------------------|

|  | ·      | telemarketing to ourexisting customer base |
|--|----------------------------------------|--------------------------------------------|

|  | ·      | direct mailing to ourexisting customer base as well as targeted prospects |
|--|----------------------------------------|---------------------------------------------------------------------------|

|  | ·      | sending emailsto ouropt in subscription base |
|--|----------------------------------------|----------------------------------------------|

Operating expenses include those items necessary to advertise ourservices, produce ourmarketing materials, maintain and staff ourtravel reservation and fulfillment center including technological enhancements, payroll, commissions and benefits, telephone, ticket delivery, general and administrative expenses,rent and computer maintenance fees.

Effects of Restatement                  In this Quarterly Report, we restated our condensed consolidated statements of operations and condensed consolidated statement of cash flows for the nine months period ended September 30, 2008 for the effects of a restatement of our financial statements for the years ended December 31, 2008 and 2007. The restatement corrected errors relating to: (i) accounting for the disposition of Phoenix International Publishing, LLC ("Phoenix") in March 2008 and (ii) the accounting        treatment for the conversion feature associated with convertible debt issued in conjunction with the acquisitions of Thoroughbred Travel, LLC and La Fern, Inc in 2006.         

As a result of these adjustments, both the Company’s loss from discontinued operations and its net loss for the nine months ended September 30, 2008 were understated by $681,250. In addition, the Company’s accumulated deficit as of December 31, 2008 was understated by $681,250, additional paid in        capital as of December 31, 2008 was understated by $624,826 and goodwill as of December 31, 2008 was overstated by $56,424. Finally, the Company’s loss per share from discontinued operations; both basic and diluted were overstated by $0.04 and net income per share; both basic and diluted were overstated by $0.04 for the nine months ended September 30, 2008. There was no impact on net cash used in operating activities, the net decrease in cash and equivalents for the nine months        ended September 30, 2008 or the balance of cash and cash equivalents as of September 30, 2008. See Part I, Item I – Financial Statements, Note 2 – Restatements and Revisions.

Results of Operations

Three MonthsEnded September30, 2009Compared to the Three Months Ended September30, 2008

Continuing operations:

Revenues decreased by $147,124, 8.6%, to $1,571,884for the three monthsended September30, 2009(“the thirdquarter of 2009”)compared with$1,719,008for the three monthsended September30, 2008(“the thirdquarter        of 2008”). The decrease is attributable to adecrease in commission revenues offset by anincrease in publishingrevenues.

Sellingand marketing expenses increased by $148,015, 36.5%,to $553,375for the thirdquarter of 2009compared with$405,360for the thirdquarter of 2008.        The increase is primarily attributable to an increase in marketing costs.Sellingand marketing expenses primarily consist of sales staff compensation and costs to produce marketing materials.

17

General and administrative expenses decreased by $152,417,12.9%,to $1,031,482for the thirdquarter of 2009compared with$1,183,899for the thirdquarter of 2008. The decrease is primarilyattributable to cost cutting efforts in all general and administrative expenses.General and administrative expensesprimarily include management and non sales staffcompensation, professional services, and        occupancycosts.

Depreciation and amortization expense for the thirdquarter of 2009was $121,691compared with$95,361for the thirdquarter of 2008. Amortization expense increased by $26,330during the thirdquarter of 2009, primarily as a result of an increase        in the amortization expense of the Dunhill subscriber list.

Net interestincomeincreased to $2,859for the thirdquarter of 2009compared withnet interest expense of $2,876for the thirdquarter of 2008. The reduction in net interest expense for thirdquarter of 2009was primarily attributable to a reduction in our debt levels as a result of our payments made on the debt issued by us in conjunction with our acquisition of La Fern, Inc. and La Tours and Cruises, Inc.and an increase in our cash balances during 2009.

Our loss before income taxes was $131,805in the thirdquarter of 2009compared withincomebeforeincome taxes of        $31,512in the thirdquarter of 2008. These results are primarilyattributable to thedecrease in revenues, an increase in selling and marketing costs and depreciation and amortization expensesoffset by a decrease in general and administrative expenses during the third quarter of 2009.

The provisionfor income taxes decreased to$411for the thirdquarter of 2009compared witha provision for income taxes of $13,627for the thirdquarter of 2008. The decrease is directly related to adecrease in income before income taxes of $163,317during the thirdquarter of 2009.The taxrate in the thirdquarter of 2009, .3%,was due to an adjustmentof prior year federal taxesand the tax effects of items deductible on the current year’s tax return but are amortizedon our books.The tax rate in the thirdquarter of 2008was43.2%due to the tax        effect of non deductible items.

As a result of the foregoing, our lossfrom continuing operations was $132,216for the third quarter of 2009compared withincomefrom continuing operations of $17,885forthe thirdquarter of        2008.

NineMonths Ended September30, 2009compared to NineMonths Ended September30, 2009

Continuing Operations

Revenues increased by $292,983,4.7%, to $6,522,341for the ninemonths ended September30, 2009compared with$6,229,358for the nine months ended September30, 2008. The increase is attributable to anincrease in publishing and marketing revenues offset by a decrease in commissionrevenues.         Sellingand marketing expenses decreased by $189,033,9.8% to $1,746,582forthe nine months ended September 30,2009compared with$1,935,615forthe nine months ended September 30, 2008. The decrease is attributable toa decrease in marketing costs.Sellingand marketing expenses primarily consist of sales staff compensation and costs to produce marketing materials.

General and administrative expenses decreased by $601,677or 15.4% to $3,294,875forthe nine months ended        September 30, 2009comparedwith$3,896,552forthe nine months ended September 30,2008. The decrease is primarily attributable to cost cutting efforts in all general and administrative expenses.General and administrative expensesprimarily include management and non sales staffcompensation,        professional services, and occupancycosts.

18

Depreciation and amortization expense for the nine months ended September 30, 2009was $343,941comparedwith $256,401for the nine months ended September 30, 2008. Amortization expense increased by $88,481during the nine months ended September 30, 2009as a result of the increase in the amortization expense of the Dunhill        subscriber list.          

Net interest incomeincreased to$5,921forthe nine months ended September 30, 2009compared withnet interest expense of $25,382for the nine months ended September 30,2008. The decrease in        interest expense for the nine months ended September 30,2009is primarily attributable to the first quarter of 2008expense imputed onthe receivable from Phoenix payable over 40 monthsand higher debt balances as a result of our acquisition of La Fern, Inc. and La Tours and Cruises, Inc.

Our incomebefore provision for income taxes was $1,142,864for the nine months ended September 30,2009compared withourincomebefore provision forincome taxes of $115,408forthe nine months ended September 30,2008. The incomeis due to an increase in revenuesand a decrease in selling and marketingexpenses, general and administrative expenses and net interest expense offset by an increase indepreciation and amortization expense.         

The provision for income taxes increased from $81,755for the nine months ended September 30, 2008to $517,397forthe nine months ended September 30, 2009. The increase is directly related to theincrease in results from operations where income before income taxes was $1,142,864for the nine months ended September 30,2009compared withincome before income taxes of $115,408for the nine months ended September 30,2008. The tax rate for the nine months ended September        30,2009,45.3%, was higherthan the statutory rate because of an adjustmentof prior year federal taxesand the tax effects of items deductible        on the current year’s tax return but are amortizedon our books. The tax rate for the nine months ended September 30, 2008,70.8%,was higher than the statutory rate because of the tax effect of non deductible items and a true up of prior year state taxes.

As a result of the foregoing, our income from continuing operationsfor the nine months ended September 30, 2009was $625,467compared withincomefrom continuing operations of $33,653for the nine months ended September 30, 2008.

Discontinued Operations          

We acquired Phoenix, aUnited Kingdom publisher of consumermagazines and guides about travel to the U.S. and Canada, on August 31, 2006for 1,450,000 shares of our common stock. In November 2007, the Company's Board of Directors granted the Company the authority to sell Phoenix.On March31, 2008,wesold Phoenix to Mr. Todd, the former owner of Phoenix, in exchange for 1,250,000 shares of ourcommon stockwhich were owned by Mr. Todd. The Company valued the 1,250,000 shares of the Company’s common stock based on the market (fair) value, $0.58, at the time of the transaction, in        accordance with Statement of Financial Accounting Standards No. 157- Fair Value Measurements and recorded a loss upon disposition of Phoenix of $739,632. For tax purposes, the transaction was treated as split-off with no resultingtax consequences. Weretired the 1,250,000 shares of ourcommon stock received from Mr. Todd in the sale transaction as of March 31, 2008.

19         

On September 30, 2009, our Board of Directors authorized the sale of Thoroughbred Travel LLC (“Thoroughbred”) and La Tours and Cruises, Inc.(“La Tours”), our Houston, Texas based travel agencies focused on providing        luxury based personal travel products, such as cruises, European tours and all inclusive vacations.Additionally, our Board of Directors authorized the dissolution of La Fern, Inc. (“La Fern”) a Florida travel agency focused on providing land-based vacations. We acquired Thoroughbred in September 2006. La Fern in October 2006 and La Tours in January 2007.

On October 19, 2009, weentered into a definitive agreement (the “Sales Agreement”) to sell the assets and liabilities arising from customer travel after November 2, 2009 of La Tours and Thoroughbred to West University Travel LLC, a Texas limited liability company (“West        University).The principal members of West University are Ray Schutter, President of La Tours and Thoroughbred, and Cecilia Schutter. We acquired West University from Ray and Cecilia Schutter in January 2007 in exchange for $550,000 in cash, which was paid in installments, and 50,000 restricted shares of our common stock. Pursuant to the Sales Agreement, Mr. and Mrs. Schutter will return 50,000 restricted shares of ourcommon stock and forgive our$100,000 note issued to the Schutters in conjunction with ouracquisition of La Tours. Upon consummation of the Sales Agreement, Mr. Schutter will resign as President of La Tours and Thoroughbred and wewill retire the 50,000 shares of ourcommon stock. 

As a result of the above events, we reviewed the carrying value of all intangibles and goodwill attributable to La Fern, Thoroughbred and La Tours for impairment. An intangible impairment loss of $103,923 and a goodwill impairment loss of $1,170,191were recorded as of September 30, 2009. The fairvalue of the tested intangiblesand the related subsidiaries was based on the estimated proceeds to be derived from the sale of assets and liabilitiesof La Tours and Thoroughbred and the estimated residual value upon dissolution of La Fern.

The results of operations and cashflows of Phoenix, La Tours, Thoroughbred and La Fernhavebeen removed        from the results of continuing operationsfor the three months and nine months ended September 30, 2008 and 2009 sans Phoenix, respectively. The results of operations ofPhoenix, La Tour, Thoroughbred and La Fernforthe three months ended September 30,2009 and 2008, respectively, areas follows:

| For the three months ended September 30,  |
|-------------------------------------------|
|                                      |      

2009     |     

 2008     | Increase/

(Decrease) |
| Revenues                                  | $   159,385  | $ 256,969  | $   (97,584) |
| Impairment charges- intangibles           | 103,923  | --  | 103,923  |
| Impairment charges- goodwill              | 1,170,191  | --  | 1,170,191  |
| Income (Loss) before income taxes         | (1,421,137) | 44,661  | (1,421,137) |
| Income taxes (benefit)                    |   (590,149) |  20,676  |    (610,825) |
| Income (Loss)from discontinued operations |  

$ (873,343) | $ 23,985  |  

$  (897,328) |

20

The results of operations of Phoenix, La Tour, Thoroughbred and La Fernforthe nine months ended September 30, 2009 and 2008, respectively, are as follows:

| For the nine months ended September 30, |
|-----------------------------------------|
|                                    |      

2009     |      

2008     | Increase/

(Decrease) |
| Revenues                                | $   382,480  | $   801,762  | $   (419,282) |
| Impairment charges- intangibles         | 103,923  | --  | 103,923  |
| Impairment charges- goodwill            | 1,170,191  | --  | 1,170,191  |
| Income (Loss) before income taxes       | (1,525,507) | 3,322  | (1,528,829) |
| Loss on disposal of Phoenix             | --  | (739,632) | 739,632  |
| Income taxes (benefit)                  |   (590,149) |  21,522  |    (611,671) |
| Loss from discontinued operations       | $ (932,358) | $ (757,833) | $ (174,525) |

As a result of the foregoing, our net losswas $1,005,559for the third quarter of2009compared withnet incomeof $41,870inthe thirdquarter of 2008.Our net lossfor the nine months ended September 30, 2009was $306,891comparedwitha net loss of $724,180 for the nine months ended September 30, 2008.

Liquidity and Capital Resources

Cash at September30, 2009was $2,294,207compared with$1,693,447at December 31, 2008. The primary source of our liquidity and capital resources has come from our operations.           

Cash flows provided by continuing operating activities for the nine months ended September 30, 2009and 2008were $1,781,747and $892,003, respectively. The increase of $889,744in 2009was primarily attributable to anincreaseof income from continuing operations of $591,814,        an increase in cash provided by working capital items of $324,768 and a decrease in non-cash operating items of $26,838.

Cash flows used in continuing investing activities for the nine months ended September 30,2009increased to $451,414from $254,811for the nine months ended September 30,2008. The primary increase in cash out flows related to an a increase in intangible assets and capital expenditures of $58,927, a decrease in restricted cash of $265,108offset by a decrease ofthe pre-disposition intercompany balance receivable from Phoenix totaling $122,500.

Cash flows used in financing activities increased to $1,154,873for the nine months ended September 30, 2009 compared with $103,155for the nine months ended September 30,        2008. The primary increase in cash outflows was due ourpurchase of ourcommon stock under a repurchase program authorized by our Board of Directors in August 2008, which was amended in March 2009 and private stock repurchase transactionswith existing shareholders aggregating        $1,033,168and the payment under a capital lease obligation for new telephone equipment

Cash flows provided by discontinued operations, solely from operating activitiesincreased to $425,300 for the nine months ended September 30, 2009 compared with $91,005for the nine months ended September 30, 2008.

21

At September30, 2009, we had a working capital of $399,850, as compared to working capital of $538,404at December 31, 2008, a decrease of working capital of $138,554. We had        an accumulated deficit of $1,893,384at September30, 2009, a decrease of $306,891from December 31, 2008.

Management believes that the existing cash and cash expected to be provided by operating activities will be sufficient to fund the short term capital and liquidity needs of our operations. We may need to seek to sell equity or debt securities or obtain credit lines from financial institutions to meet our        longer-term liquidity and capital requirements. We can not provide any assurances that we will be able to obtain additional capital or financing in amounts or on terms acceptable to us, if at all or on a timely basis.          

We have historically been dependent on our relationships with four major cruise lines: Celebrity Cruises, Princess Cruises, Norwegian Cruise Line and Royal Caribbean Cruise Line. We also depend on third party service providers for processing certain fulfillment services.

Seasonality and Inflation                  The domestic and international leisure travel industry is seasonal. Our results have been subject to quarterly fluctuations caused primarily by the seasonal variations in the travel industry. Leisure travel net revenues and net income are generally lower in the third quarter. We expectseasonality to continue in the future. We do not expect inflation to materially affect our revenues and net income.          

Critical Accounting Policies          

We prepared our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. As such, management is required to make certain estimates, judgments and assumptions that it believes are reasonable based on the information available. These estimates and assumptions affect the        reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods presented. A more extensivelist of significant accounting policies and a description of accounting policies that are considered critical may be found in our 2008 Annual Report, in the Notes to the Consolidated Financial Statements, Note 2, and the Critical Accounting Policies section. The significant        accounting policies which management believes are the most critical to aid in fully understanding and evaluating our reported financial results include revenue recognition, intangible asset testing and income taxes.

Revenue Recognition                  We recognize revenue in accordance with Staff Accounting Bulletin (SAB) No. 104 "Revenue Recognition in Financial Statements", which states that revenue is realized or realizable and earned when all of the following criteria are met: persuasive evidence of an arrangement exists, services have been rendered, the seller's price to the buyer is fixed or determinable, and collectibility is reasonably assured. Vacation travel sales transactions are billed to customers at the time of booking,        however, commission revenue is not recognized in the accompanying consolidated financial statements until the customers' travel occurs. Advertising revenue is recognized upon distribution of the marketing publication.         

Accountings Standards Codification 605-45-pararagraphs 15-21 ("ASC 605-45-15 to 21") discusses the weighing of the relevant qualitative factors regarding our status as a primary obligor and the extent of our pricing latitude. Based upon our        evaluation of vacation travel sales transactions and in accordance with the various indicators identified in ASC 605-45-15 to 21, our vacation travel suppliers assume the majority of the business risks such as providing the service and the risk of unsold travel packages. As such, all vacation travel sales transactions are recorded at the net amount, which is the amount charged to the customer less the amount        to be paid to the supplier. The method of net revenue presentation does not impact operating profit, net income, earnings per share or cash flows.

22

Intangible Asset Testing                  Absent any circumstances that warrant testing at another time, we test for goodwill and non-amortizing intangible asset impairment as part of our year-end closing process. Our goodwill testing consists of comparing the estimated fair values of each of our operating entities to their carrying amounts, including recorded goodwill. We estimate the fair value of our reporting unit by discounting its projected future cash flow. Developing future cash flow projections requires us to make        significant assumptions and estimates regarding the sales, gross margin and operating expenses of our reporting unit, as well as economic conditions and the impact of planned business or operational strategies. Should future results or economic events cause a change in our projected cash flows, or should our operating plans or business model change, future determinations of fair value may not support the carrying amount of our unit, and the related goodwill would need to be written down        to an amount considered recoverable. Any such write down would be included in the operating expenses except as previously discussed. While we make reasoned estimates of future performance, actual results below these expectations, or changes in business direction can result in additional impairment charges in future periods.

ITEM 4(T). –CONTROLS AND PROCEDURES

As of September30, 2009under the supervision of and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and        procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as of the end of the period covered by this report(the “Evaluation Date”). Based upon the evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the Evaluation Date. Disclosure controls are controls and procedures designed to reasonably ensure        that information required to be disclosed in our reports filed under the Exchange Act, such as this report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls include controls and procedures designed to reasonably ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions        regarding required disclosure.         

In connection with this evaluation, our management identified no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II.   OTHER INFORMATION

We are involved from time to time in various legal claims and actions arising inthe ordinary course of business.While from time to time claims are assertedthat may make demands for sums of money, we do not believe that the resolutionof any of these matters, either individually or in the aggregate, willmaterially affect our financial position, cash flows or the results of ouroperations.

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS          

The following table provides information with respect to Company purchases made of itscommon stock during the thirdquarter of the 2009fiscal year: 

|  

 

 

 

 

 

 

 

 

Period                                        |  

 

 

 

 

 

(a) Total Number of Shares Purchased |  

 

 

 

 

 

 

(b) Average Price Paid

per Share | (c) Total Number of Shares (or Units) Purchased as Part of a Publicly Announced Plan or Program (1) |  

(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan or

      Programs  |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| July1, 2009 –

July31, 2009(2)                                                                                                                                                                                                                                                                                     |  

250,000                                                                      |  

$ 0.500                                                                           |           

--                                    |  

$ 232,899                                                                                                                                                  |
| August1, 2009 –

August31, 2009(3) (4)                                                                                                                                                                                                                                                                             |  

118,900                                                                      |  

$ 0.500                                                                           |           

--                                    |  

$ 232,899                                                                                                                                                  |
| September1, 2009 –

September30, 2009(5)                                                                                                                                                                                                                                                                           |    

784,310                                                |  

$0.500                                                                            |         

 --                                          |  

$ 232,899                                                                                                                                                  |
| Total                                                                                                                                                                                                                                                                                                                    | 1,153,210                                                                  | $ 0.500                                                                                   |           --                                      | $ 232,899                                                                                                                                                          |

                                                  

|  | (1)      | On August 1, 2008, weannounced that ourBoard of Directors had approved a program to repurchase of up to $200,000 of the ourcommon stock to be funded from available working capital and subject to the applicable rules and regulations of the SEC and other applicable legal requirements. The plandoes not require us to acquire a specific number of shares and may be suspended from time to time or discontinued.As initially adopted, the program did not extend beyond June 30, 2009.On March 2, 2009 weannounced that ourBoard of Directors authorized the repurchase of an additional $150,000 of ourcommon stock to be funded from available working capital and extended the program until                    December 31, 2009. |
|--|-----------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | (2)      | On July13, 2009, weentered into an agreement with Richard A. McKinnon and Pacific Tour Services (“PTS”) to purchase 150,000 shares and 100,000                    shares, respectfully, of the Company’s common stock from such persons at a purchase price of $0.50 per share. The purchase price was paid from s working capital. Richard A. McKinnon is a member of the Company’s Board of Directors. William Cataldo, a shareholder who beneficially owns more than 5% of our common stock, has voting and dispositive power over investments held by PTS. These repurchase transactions are not part of ourpreviously announced repurchase program. |
|--|-----------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

24

|  | (3)      | On August 5, 2009, weentered into an agreement with the Cataldo Family Trust to purchase 100,000 shares of ourcommon stock at a purchase price of $0.50 per                    share. The purchase price was paid from our working capital. William Cataldo, a shareholder who beneficially owns more than 5% of our common stock, is a beneficiary of the Cataldo Family Trust, but does not exercise voting or dispositive power over any shares held by the Cataldo Family Trust. This repurchase transaction is not part of ourpreviously announced repurchase program. |
|--|-----------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | (4)      | On August 31, 2009, we entered into an agreement with Mr. Robert Dunhill to purchase 18,900 shares of our common stock at a purchase price of $0.50 per share. The shares were issued to Mr. Dunhill in conjunction with our acquisition of Dunhill Vacations, Inc. in January 2007. This repurchase                    transaction is not part of ourpreviously announced repurchase program. |
|--|-----------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | (5)      | On September 25, 2009, weentered into an agreement with PTS to purchase 784,310 shares of ourcommon stock at a purchase price of $0.50 per share. The purchase                    price was paid from ourworking capital. William Cataldo, a shareholder who beneficially owns more than 5% of our common stock, has voting and dispositive power over investments held by PTS. This repurchase transaction is not part of ourpreviously announced repurchase                    program. |
|--|-----------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES                       None  

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None         ITEM 5.     OTHER INFORMATION                       None.

Exhibit        No.                                          Exhibit        Description                                              

31.1     Rule 13a-14(a)/15d-14(a) Certification of CEO. +

31.2     Rule 13a-14(a)/15d-14(a) Certification of CFO. +

32.1     Certification by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. +

32.2     Certification by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. +

                  

+          Filed herewith

25

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrantcaused this report to be signed on its behalf by the undersigned, thereunto dulyauthorized.

                                                                  ONLINE VACATION CENTER HOLDINGS        CORP.

                                                                         /S/ Edward B. Rudner                         

                                                                  Chief Executive Officer, President,        Chief Financial

                                                                      Officer and        Director

Date: November13, 2009

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