**UNITED
          STATES SECURITIES AND EXCHANGE COMMISSION**
 **Washington,
          D.C. 20549**
 _______________________________
 
 **FORM
          10 - QSB**
 _______________________________
 
 [mark
          one]
  x
                QUARTERLY
                    REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                    OF
                    1934
  **For
                    the quarterly period ended: March 31,
                    2007**
  o
                TRANSITION
                    REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                    OF
                    1934
  For
                    the transition period from ______________ to
                    ______________
  
 **Commission
          File Number 333-135689**
 *_____________________________________________________________*
 
 **Kinder
          Travel, Inc.**
 (Exact
          name of registrant as specified in its charter)
 
 Nevada
                20-4939361(State
                    or other jurisdiction of
                  incorporation
                    or organization)
                (IRS
                    Employer
                  Identification
                    Number)
 
 
 **20385
          64** **th** **Avenue**
 **Langley,
          British Columbia**
 *(Address
          of principal executive offices including zip code)*
 
 **(604)
          514-1962**
 ( *Registrant’s
          telephone number, including area code)*
 
 **CSC
          Services of Nevada, Inc., 502 E. John Street, Carson City, NV
          89706**
 (Name
          and
          address of agent for service)
 
 **(775)
          882-3072**
 (Telephone
          Number, including area code, of agent for service)
 
 with
          a
          copy to:
 SteadyLaw
          Group, LLP
 501
          W.
          Broadway, Suite 800
 San
          Diego, CA 92101
 Telephone
          (619) 399-3090
 Telecopier
          (619) 330-1888
 
 Check
          whether the issuer (1) filed all reports required to be filed by Section
          13 or
          15(d) of the Exchange Act during the past 12 months (or for such shorter
          period
          that the registrant was required to file such reports), and (2) has been
          subject
          to such filing requirements for the past 90 days. Yes o No x
  Indicate
          by check mark whether the registrant is a shell company (as defined in
          Rule
          12b-2 of the Exchange Act). Yes o No x
  Number
          of
          shares outstanding of the issuer’s common stock as of the latest practicable
          date: 2,400,000 shares of common stock, $.001 par value per share, as of
          June 15, 2007.
  Transitional
          Small Business Disclosure Format (check one): Yes o No x
 *Table
                of Contents*
 1
  **Quarterly
          Report on FORM 10-QSB For The Period Ended**
  **March
          31, 2007**
  
 **Table
          of Contents**
 
 **Kinder
          Travel, Inc.**
 
 **PART
                    I. FINANCIAL INFORMATION**
                
                PageItem
                    1.
                
                Financial
                    Statements
                
                3Item
                    2.
                
                Management’s
                    Discussion and Analysis or Plan of
                    Operation
                
                11Item
                    3.
                
                Controls
                    and Procedures
                
                41**PART
                    II. OTHER INFORMATION**Item
                    1.
                
                Legal
                    Proceedings
                
                42Item
                    2.
                
                Unregistered
                    Sales of Equity Securities and Use of
                    Proceeds
                
                42Item
                    3.
                
                Defaults
                    Upon Senior Securities
                
                42Item
                    4.
                
                Submission
                    of Matters to a Vote of Security Holders
                
                42Item
                    5.
                
                Other
                    Information
                
                42Item
                    6.
                
                Exhibits
                
                42
  *Table
              of Contents*
 2
  **PART
          I.**
 **Item
          1.FINANCIAL STATEMENTS**
 **KINDER
            TRAVEL, INC.**
  BALANCE
            SHEET
  March
            31,
            2007
 (In
            Canadian Dollars)
  **UNAUDITED**ASSETSCurrent
                      AssetsCash
                  
                  $
                      42,932Accounts
                      receivable
                  21,775Prepaid
                      expenses
                  0Total
                      current assets
                  64,707Vehicles
                      and Equipment, net of accumulated depreciation of $ 22,758
                  32,133Website,
                      net of accumulated depreciation of $ 1,185
                  5,923Travel
                      Agency Bond
                  15,000$
                      117,763LIABILITIES
                      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
                      LiabilitiesAccounts
                      payable and accrued expenses
                  63,434Customer
                      prepayments
                  5,493Shareholders’
                      loans
                  9,405Demand
                      loan payable
                  0Current
                      portion of long-term debt
                  990Total
                      current liabilities
                  79,322Long-term
                      Debt, net of current portion
                  21,213Stockholders'
                      Equity (Deficit)Preferred
                      stock, USD $.001 par value; 10,000,000shares
                      authorized; no shares issued or outstanding
                  -Common
                      stock, USD $.001 par value; 65,000,000 shares
                      authorized;Issued:
                      2,400,000 shares
                  2,691Additional
                      paid-in capital
                  128,539Retained
                      earnings (deficit)
                  (114,002)Total
                      stockholders' equity (deficit)
                  17,228$
                      117,763
  *Table
                of Contents*
 3
 
 **KINDER
            TRAVEL, INC.**
  STATEMENTS
            OF OPERATIONS
  For
            the
            Three Months Ended March 31, 2007 and 2006
 (In
            Canadian Dollars)
 
 **UNAUDITED**
 2007
                  
                  2006Revenue
                  
                  $
                      58,601
                  
                  $
                      61,585ExpensesRent
                  
                  458
                  
                  1,593General
                      and administrative
                  56,430
                  
                  84,404Interest
                  536
                  
                  45957,423
                  
                  86,456**Net
                      income (loss)**
                  **$
                      1,177**
                  
                  **$
                      (24,871)**Net
                      income (loss) per common share (basic andfully
                      diluted)
                  $
                      0.00
                  
                  $
                      (0.06)Weighted
                      average number of commonshares
                      outstanding
                  2,400,000
                  
                  400,000
  *Table
                of Contents*
 4
  **KINDER
            TRAVEL, INC.**
  STATEMENTS
            OF STOCKHOLDERS' EQUITY
            (DEFICIT)
  For
            the
            Period Ended March 31, 2007
 (In
            Canadian Dollars)
 
 AdditionalCommon
                      Stock
                  
                  Paid-In
                  
                  RetainedShares
                  
                  Amount
                  
                  Capital
                  
                  Earnings
                  
                  TotalBalances,
                      December 31, 2005
                  
                  -
                  
                  $
                      -
                  
                  $
                      -
                  
                  $
                      3,703
                  
                  $
                      3,703Issuance
                      of warrants at fair value for compensation
                  
                  
                  
                  
                  
                  20,000
                  
                  
                  
                  20,000Common
                      stock issued
                  
                  400,000
                  
                  466
                  
                  (466)
                  
                  -
                  
                  -Common
                      stock issued by execution of warrants
                  
                  2,000,000
                  
                  2,225
                  
                  109,005
                  
                  
                  
                  111,230Net
                      profit (loss)
                  
                  
                  
                  
                  
                  
                  
                  (118,883)
                  
                  (118,883)Balances,
                      December 31, 2006
                  
                  2,400,000
                  
                  $
                      2,691
                  
                  $
                      128,539
                  
                  $
                      (115,180)
                  
                  $
                      16,050Net
                      profit (loss)
                  
                  
                  
                  
                  
                  
                  
                  1,177
                  
                  1,177Balances,
                      March 31, 2007
                  
                  2,400,000
                  
                  $
                      2,691
                  
                  $
                      128,539
                  
                  $
                      (114,002)
                  
                  $
                      17,228
  *Table
                of Contents*
 5
  **KINDER
              TRAVEL, INC.**
  STATEMENTS
              OF CASH FLOWS
  For
              the
              Three Months Ended March 31, 2007 and 2006
 (In
              Canadian Dollars)
 **UNAUDITED**2007
                      
                      2006Cash
                          Flows from Operating ActivitiesNet
                          income (loss)
                      $
                          1,177
                      
                      $
                          (24,871)Adjustments
                          to reconcile net income (loss) to netcash
                          flows from operating activitiesDepreciation
                      3,140
                      
                      3,488Issuance
                          of warrants for compensation
                      -
                      
                      20,000Changes
                          in operating assets and liabilitiesAccounts
                          receivable
                      (10,433)
                      
                      (5,292)Prepaid
                          expenses
                      -
                      
                      (8,301)Travel
                          agency bond
                      -
                      
                      -Accounts
                          payable and accrued expenses
                      15,126
                      
                      6,307Customer
                          prepayments
                      -
                      
                      62,200Net
                          cash flows from operating activities
                      9,011
                      
                      53,531Cash
                          Flows from Investing ActivityPurchases
                          of Equipment
                      -
                      
                      (2,232)Net
                          cash flows from investing activities
                      -
                      
                      (2,232)Cash
                          Flows from Financing ActivitiesProceeds
                          from shareholders’ loans
                      7,352
                      
                      9,473Payments
                          on shareholders’ loans
                      -
                      
                      -Proceeds
                          from demand loans
                      -
                      
                      25,000Payments
                          on demand loans
                      -
                      
                      -Proceeds
                          from long-term debt
                      -
                      
                      -Payments
                          on long-term debt
                      (255)
                      
                      (218)Net
                          cash flows from financing activities
                      7,097
                      
                      34,255Change
                          in cash
                      16,108
                      
                      85,554Cash,
                          beginning of the period
                      26,824
                      
                      26,903**Cash,
                          end of the period**
                      **$
                          42,932**
                      
                      **$
                          112,458**Cash
                          paid for interest expense
                      $
                          536
                      
                      $
                          459Cash
                          paid for income taxes
                      $
                          -
                      
                      $
                          -
 *Table
                    of Contents*
 6
  **KINDER
                TRAVEL INC.**
 **NOTES
                TO FINANCIAL STATEMENTS**
 (In
                Canadian Dollars)
 March
                31,
                2007
 
 
 **Note
                1. The Company and Significant Accounting Policies**
 
 **The
                Company**
 
 Kinder
                Travel, Inc. (the "Company") was incorporated under the laws of the
                state of
                Nevada. The Company is a full-service travel agency in Surrey, British
                Columbia,
                offering the full range of travel services including corporate travel,
                vacations, cruise holidays, and group tours. However its primary
                focus is
                selling, marketing and providing in-store and web-based travel services
                and
                tours to families, businesses and ministries.
 
 Effective
                January 1, 2006, the Company acquired all of the assets and liabilities of
                a British Columbia corporation, Kinder Travel & Tours, Inc. ("KTT"). This
                acquisition is described in more detail in Note 2. Prior to the acquisition,
                the
                Company had limited operations and expenses were primarily related
                to becoming
                incorporated. Subsequent to the acquisition, the Company adopted
                the business
                plan of KTT and began operating a travel agency.
 
 **Interim
                Financial Statements**
 
 The
                accompanying unaudited interim financial statements have been prepared
                in
                accordance with generally accepted accounting principles for interim
                financial
                information, with the instructions to Form 10-QSB, and with Regulation
                S-B.
                Accordingly, they do not include all the information and footnotes
                required by
                generally accepted accounting principles for complete financial statements.
                The
                results of operations reflect interim adjustments, all of which are
                of a normal
                recurring nature and which, in the opinion of management, are necessary
                for a
                fair presentation of the results for such interim period. The results
                reported
                in these interim financial statements should not be regarded as necessarily
                indicative of results that may be expected for the entire year. Certain
                information and note disclosure normally included in financial statements
                prepared in accordance with generally accepted accounting principles
                have been
                condensed or omitted pursuant to the Securities and Exchange Commission's
                rules
                and regulations. These unaudited interim financial statements should
                be read in
                conjunction with the audited annual financial statements for the
                year ended
                December 31, 2006.
 
 **Revenue
                Recognition**
 
 The
                Company has various methods by which it receives revenue. At present,
                most
                revenue is derived substantially from the following sources:
 
 ·
                        Supplier
                            Based Commissions: The Company receives commissions based
                            upon contractual
                            arrangements with leading travel providers.·
                        Consumer
                            Service Fees: Upfront fee charged for each booking regardless
                            of the type
                            of travel.
  *Table
                      of Contents*
 7
 The
                Company recognizes revenue as follows:
  ·
                        For
                            service fees, when reservations are made and secured
                            by a credit card or
                            other form of payment;·
                        For
                            air travel, cruises and package tours, when reservations
                            are made and
                            secured by a credit card of other form of payment; and·
                        For
                            all travel such as hotel bookings and rental cars, when
                            commissions are
                            received from the travel
                            supplier.
 **Earnings
                per Share**
 
 Basic
                earnings per share is computed by dividing the net income available
                to common
                stockholders by the weighted average number of common shares outstanding
                in the
                period. Diluted earnings per share takes into consideration common
                shares
                outstanding (computed under basic earnings per share) and potentially
                dilutive
                securities. Common stock issuable is considered outstanding as of
                the original
                approval date for purposes of earnings per share computations. The
                shares issued
                in the conversion of the convertible note payable described in Note
                2, were
                considered issued for the acquisition of KTT effective January 1,
                2006.
 
 **Website
                Development Costs**
 
 The
                Company's website was launched in 2006 and website development costs
                were
                accounted for in accordance with Emerging Issues Task Force 00-2,
                " *Accounting
                for Web Site Development Costs,* "
                with
                applicable guidance from AICPA Statement of Position 98-1, " *Accounting
                for the Costs of Computer Software Developed or Obtained for Internal
                Use.* "
                The
                costs incurred in the preliminary stages of development are expensed
                as
                incurred. Once an application has reached the development stage,
                internal and
                external costs, if direct and incremental, will be capitalized and
                amortized, on
                a straight-line basis over the estimated useful life, if management
                believes
                such costs are significant. Maintenance and enhancement costs will
                be expensed
                as incurred unless such costs relate to substantial upgrades and
                enhancements to
                the website that result in added functionality, in which case the
                costs will be
                capitalized and amortized on a straight-line basis over the estimated
                useful
                life, if management believes such costs are significant.
 
 **Reporting
                Currency**
 
 All
                of
                the Company's transactions are denominated in Canadian currency so
                the Company
                has adopted the Canadian dollar as its functional and reporting currency.
                Transaction gains and losses that arise from exchange rate fluctuations
                on
                transactions denominated in a currency other than the local functional
                currency
                are included in "general and administrative expenses" in the statement
                of
                operations, which amounts were not material for the first three months
                of
                2007.
 
 **Estimates**
 
 The
                preparation of these financial statements in conformity with accounting
                principles generally accepted in the United States requires management
                to make
                estimates and assumptions that affect the reported amounts of assets
                and
                liabilities and disclosure of contingent assets and liabilities at
                the date of
                these financial statements and the reported amounts of revenues and
                expenses
                during the period. Actual results could differ from these
                estimates.
  **Income
                Taxes**
 
 The
                Company accounts for income taxes under the asset and liability method.
                Under
                this method, deferred assets and liabilities are recognized based
                on anticipated
                future tax consequences attributable to differences between financial
                statement
                carrying amounts of assets and liabilities and their respective tax
                bases. The
                Company establishes a valuation allowance to the extent that it is
                more likely
                than not that deferred tax assets will not be recoverable against
                future taxable
                income.
  *Table
                    of Contents*
 8
 
 **New
                Accounting Pronouncements**
 
 There
                are
                no new accounting pronouncements expected to have a material effect
                on the
                Company's accounting policies or financial reporting.
 
 **Note
                2. Acquisition**
 
 Effective
                January 1, 2006, the Company acquired all of the assets and liabilities of
                Kinder Travel & Tours, Inc. ("KTT"), a British Columbia corporation, which
                had recently acquired all of the assets and liabilities of a sole
                proprietor.
                Prior to the acquisition, the Company was a non-operating shell.
                Accordingly,
                the acquisition is accounted for as a recapitalization of the Company.
                The
                historical financial statements presented are those of KTT as a combined
                entity
                with the sole proprietor.
 
 Effective
                as of the date of the acquisition, the Company issued a convertible
                note payable
                to the shareholder of KTT in the amount of US $20,000 represents
                a conversion
                rate of 400,000 shares of the Company's common stock at US $0.05
                per share.
                During March 2006, the note was converted into 400,000 shares. The
                Company has
                accounted for the issuance of shares in the conversion of the note
                as a
                recapitalization of the Company. No gain or loss has been recorded
                on the note
                conversion. The net assets of KTT have been included in the balance
                sheet at
                their book values. No intangible assets were recorded in this acquisition.
                No
                cash was paid in this transaction.
 
 The
                assets acquired and liabilities assumed of KTT are as follows:
 
 Cash
                      
                      $26,903Accounts
                          receivable, net
                      
                      10,142Vehicles
                          and equipment, net
                      
                      46,515Travel
                          agency bond
                      
                      15,000Accounts
                          payable and accrued expenses
                      
                      (21,521)Demand
                          loan payable
                      
                      (50,000)Long-term
                          debt
                      
                      (23,346)Retained
                          earnings
                      
                      (3,703)$-
 
 Since
                the
                Company had no revenue or expenses prior to the acquisition of KTT,
                all proforma
                results are those of KTT.
  *Table
                    of Contents*
 9
  **Note
                3. Long-Term Debt**
 
 The
                Company has a note payable to a bank. The note is secured by a vehicle,
                bears
                interest at 7.89% per year and requires monthly payments of $226
                until
                June 2, 2010, at which time all remaining principal is due in
                full.
 
 Annual
                principal payments for the years ending December 31 are required as
                follows:
 
 2006
                      $
                          8972007
                      9712008
                      1,0502009
                      1,1362010
                      19,282**$
                          23,336**
 
 
 **Note
                4. Warrants**
 In
                June
                2006, Mardan Consulting Inc., a corporation owned by the Company's
                CEO, Daniel
                L. Baxter, exercised its right to purchase 2,000,000 shares of common
                stock
                under the terms of a Common Stock Purchase Warrant issued in January
                2006. This
                brought the total number of shares outstanding to 2,400,000.
 
 **Note
                5. Subsequent events**
 There
                were no subsequent events expected to have a material effect on the
                Company's
                accounting policies or financial reporting.
 *Table
                  of Contents*
 10
 **ITEM
          2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF
          OPERATION**
 
 *This
          discussion and analysis should be read in conjunction with the accompanying
          Financial Statements and related notes. Our discussion and analysis of
          our
          financial condition and results of operations are based upon our financial
          statements, which have been prepared in accordance with accounting principles
          generally accepted in the United States. The preparation of financial statements
          in conformity with accounting principles generally accepted in the United
          States
          of America requires us to make estimates and assumptions that affect the
          reported amounts of assets and liabilities, disclosure of any contingent
          liabilities at the financial statement date and reported amounts of revenue
          and
          expenses during the reporting period. On an on-going basis we review our
          estimates and assumptions. Our estimates are based on our historical experience
          and other assumptions that we believe to be reasonable under the circumstances.
          Actual results are likely to differ from those estimates under different
          assumptions or conditions, but we do not believe such differences will
          materially affect our financial position or results of operations. Our
          critical
          accounting policies, the policies we believe are most important to the
          presentation of our financial statements and require the most difficult,
          subjective and complex judgments, are outlined below in ‘‘Critical Accounting
          Policies,’’ and have not changed significantly.*
  *In
          addition, certain statements made in this report may constitute “forward-looking
          statements”. These forward-looking statements involve known or unknown risks,
          uncertainties and other factors that may cause the actual results, performance,
          or achievements of the Company to be materially different from any future
          results, performance or achievements expressed or implied by the forward-looking
          statements. Specifically, 1) our ability to obtain necessary regulatory
          approvals for our products; and 2) our ability to increase revenues and
          operating income, is dependent upon our ability to develop and sell our
          products, general economic conditions, and other factors. You can identify
          forward-looking statements by terminology such as "may," "will," "should,"
          "expects," "intends," "plans," "anticipates," "believes," "estimates,"
          "predicts," "potential," "continues" or the negative of these terms or
          other
          comparable terminology. Although we believe that the expectations reflected-in
          the forward-looking statements are reasonable, we cannot guarantee future
          results, levels of activity, performance or achievements.*
 
 ***Overview***
 
 Kinder
          Travel is a travel agency offering a full range of travel services including
          corporate travel, vacations, cruise holidays, and group tours. However
          its
          primary focus is selling, marketing and providing travel services and tours
          to
          families, businesses and ministries. Kinder Travel, located in Surrey,
          British
          Columbia, Canada, commenced operations in January 2005 and expects to move
          rapidly towards growth and profitability due to its very unique character
          as a
          family vacation specialist and special interest tour operator.
 
 Our
          primary goal is to provide travel that promotes family values, at present
          through our store and in the future via our website. Our website consists
          of an
          on-line booking engine geared to providing Christian families with travel
          options that promote unity. A full-scale version of our web-site was launched
          in
          October 2006. We spent approximately $20,000 to complete the design and
          launch
          of our website, and funded these expenses from our cash on hand.
 
 *Table
              of Contents*
 11
  The
          technology, infrastructure and operations of Kinder Travel provide consumers
          with a groundbreaking approach to online travel in a “family” environment aimed
          at providing affordable opportunities for memories that last a lifetime.
 
 The
          objective for Kinder Travel is to promote family travel. We believe that
          traveling plays a vital role in the education of children and adults alike,
          while playing a pivotal role in “building childhood memories” and reaffirming or
          creating bonds between the traveling family members. Kinder Travel offers
          a
          range of travel and tour products that are suited and composed specifically
          for
          Christian families.
 
 Kinder
          Travel aspires to become a leader in offering and operating a wide range
          of
          family oriented travel and tour products. The vast majority of travel agents
          do
          not address the very unique challenges a family faces when making their
          travel
          plans. From finding the right destination to the affordability of their
          family
          vacation, there are many considerations to contemplate before booking.
 
 As
          part
          of our effort to provide consumers with a more personalized experience,
          the
          Company has secured the domain www.myenvoytravel.com ,
          which
          will function as our principal website, to tailor to the specific travel
          preferences of each consumer. Consumers visiting us online at www.kindertravel.com will be
          redirected to our online home page at www.myenvoytravel.com .
          The
          Company launched its internet site in October 2006. It is now fully
          operational.
 
 In
          fact,
          the Company will be conducting business under the trade name “Envoy Travel”
rather than Kinder Travel. The Company has decided to transact business
          under
          the name “Envoy Travel” primarily for marketing purposes as the word “kinder”
means “child” in German and is too restrictive to promote the type of travel
          which is offered by the Company.
 
 Kinder
          Travel is a boutique travel agency with a wide range of travel services
          available to their existing, well-established, client base. However by
          targeting
          a unique market segment that has been largely ignored, the family, the
          Company
          is well positioned for moderate growth and profitability.
 
 Strategically
          placed advertising with family oriented newspapers and radio stations may
          generate the name recognition and the interest necessary for consumers
          to
          contact “the family travel specialists” either on the web or by email or phone.
 
 We
          are
          not a “blank check company,” as we do not intend to participate in a reverse
          acquisition or merger transaction. A “blank check company” is defined by
          securities laws as a development stage company that has no specific business
          plan or purpose or has indicated that its business plan is to engage in
          a merger
          or acquisition with an unidentified company or companies, or other entity
          or
          person.
 
 Our
          offices are located at 20385 64 th Avenue
          Langley, B.C. Canada V2Y 1N5
 
 *Table
              of Contents*
 12
  ***Our
          Corporate History***
 
 In
          December 2005, Kinder Travel, Inc. (the “Company”, “we”, “our”, “us “, “Kinder
          Travel”, the “Registrant”, ** and
          like
          references) was
          formed as a Nevada corporation. Initial operations commenced under the
          name
          Kinder Travel & Tours (“KTT”), a sole proprietorship operating out of
          Surrey, British Columbia, in January 2005. In November 2005, KTT incorporated
          under the laws of the Province of British Columbia as Kinder Travel, Inc.
          (“KTBC”). Pursuant to the terms of an Asset Purchase Agreement (“Asset Purchase
          Agreement”) executed by and between the Company and KTBC, the Company acquired
          all assets and liabilities of KTBC in exchange for a convertible note for
          USD$20,000 (the “Note”). The Note was then distributed to KTBC’s only
          shareholder, Dirk Holzhauer, who subsequently converted the Note into 400,000
          shares of common stock. The Asset Purchase Agreement closed on January
          1, 2006
          (the “Closing Date”).
 
 ***Business
          Description***
 
 ***Family
          Focused Travel***
 
 Kinder
          Travel has identified that Christian family travel is not represented and
          marketed with any special consideration or focus. Kinder Travel offers
          existing
          travel and tour products that are family-oriented as well as offering our
          own
          specially designed vacations for Christian families.
 
 The
          following is a representative sample of the kind of travel packages currently
          available to families, and those that we expect to offer sometime in the
          future:
 
 **Europe
          Tours by Coach (future product offering)**
 
 The
          Company will focus on the family tour bus concept utilizing two level buses
          where parents and children can travel in the company of other parents and
          children. Child-care and related activities will be offered on the lower
          level.
          Parents can enjoy the en-route narrative, bible study or focus groups
          undisturbed on the upper level. City walks or museum visits can be as one
          group
          or split up among the ages.
 
 **Family
          Vacations (future product offering)**
 
 Transat
          A.T. Inc. (“Transat”) Holidays, the leading package vacation operator for
          Western Canada, is offering many, family oriented and specially priced
          all
          inclusive resorts in the charter market. Kinder Travel anticipates that
          it will
          soon be featuring these products by Transat Holidays and aims to become
          Western
          Canada’s largest seller of Transat Holidays for families. With Kinder Travel the
          customer gets more information about resorts and the added benefits and
          perks
          that will be unique to booking with Kinder Travel.
 
 **Family
          Life Cruises (presently available)**
 
 Learn
          and
          share, worship and praise while traveling along the Mexican Riviera. Programs
          include Marriage Building and Parenting presented by powerful speaking
          couples.
          Vacation Bible School and faith based daycare are provided onboard. Our
          first
          cruise held in April 2007 was almost completely sold out and we are already
          making plans from the family cruise in 2008. This product is offered in
          participation with FamilyLife Canada online at www.familylifecruise.com .
 
 *Table
              of Contents*
 13
  **Worldwide
          Religious Travel Packages (presently available)**
 
 We
          specialize in Globus Vacation packages, which may be viewed online at
          www.globusjourneys.com/faith. Globus is the world leader in escorted travel
          and
          the first choice among individuals looking for group travel year after
          year.
          With more than 75 years experience offering top quality vacations and eight
          travel styles, each year the Globus family of brands provides tens of thousands
          of people an enjoyable travel experience. Recognized for its worldwide
          excellence, Globus is annually selected as one of the top escorted travel
          companies by travel agents and Recommend Magazine.
 
 **Farm
          Stays in Germany, Austria and Switzerland (future product
          offering)**
 
 Some
          European farms have converted part of their housing into budget to moderate
          hotel style accommodations. Families will stay on the farm and will witness
          the
          operations first hand. Children will have the opportunity to learn and
          understand the importance of farming and will have direct contact with
          live farm
          animals.
 
 **Missionary
          Travel (presently available)**
 
 Kinder
          Travel will offer missions to Mexico and other destinations in conjunction
          with
          local churches and organizations.
 
 **Devotional
          Tours (presently available)**
 
 There
          will be spiritual journeys to the Holy Land of Israel and Pilgrimages to
          sites
          in Europe, like Lourdes or Camino de Santiago.
 
 **Family
          Adventure Travel (future product offering)**
 
 The
          Company will promote high-end family safaris in cooperation with Abercrombie
          & Kent, Butterfield & Robinson and Wildland Safaris.
 
 *Table
              of Contents*
 14
  ***Additional
          Products and Services***
 
 Our
          Christian focused, family oriented travel and tour products are complemented
          by
          the following array of products and services:
 
 **www.myenvoytravel.com**
 
 Our
          web-based program allows consumers to book travel from the convenience
          of their
          own home, or from wherever may be convenient for them. The same travel
          options
          offered in our store are available through our website.
 
 Access
          to
          our web-based program may be subject to an annual fee of $49 when you book
          your
          first online vacation. We have not performed any market research to ascertain
          whether consumers would be willing to pay such a fee. Although we have
          now
          launched our website, we have yet to determine if such a fee will be
          charged.
 
 We
          anticipate that our web-based program will open the door for families,
          ministries and others to more easily book vacations, thus promoting Christian
          based family travel.
 
 **Kinder
          Vacations Network (“KVN”)**
 
 Utilizing
          our web-based program, we aim to create the Kinder Vacations Network (“KVN”),
          which will focus on developing home-based travel agencies offering our
          travel
          products and services. These home-based agencies will have access to our
          booking
          system, and will receive 80% of our commission for products and services
          that
          they sell.
 
 Our
          program is designed to sell certain geographic areas to interested parities.
          This will, in turn, afford interested consumers with the opportunity of
          contacting one of our home based travel agents in their community.
 
 A
          monthly
          fee of $100 is charged to our home-based travel agents, with a discount
          of $15
          per month for a two-year contractual commitment. We intend to recruit sales
          agents for KVN through traditional forms of marketing and
          advertising.
 
 We
          anticipate launching KVN during the next 9 to 24 months.
 
 **Website
          Advertising**
 
 Website
          advertising will consist of banner ads from major vendors on the www.myenvoytravel.com website
          and customized ad placement for our home-based travel agents when consumers
          simply enter their postal code. This opportunity will allow our home based
          travel agents the ability to increase their revenue with advertising space
          that
          is included in their monthly fee.
 
 *Table
              of Contents*
 15
  **Dream
          Away**
 
 The
          consumer Dream Away, serviced directly from our www.myenvoytravel.com Internet
          site, allows consumers to create a “wish list” of destinations, which
          automatically results in the email distribution of all travel specials
          for those
          locations. Additionally, this feature enables consumers to create and store
          a
          digital travel log where they are able to store photographs, create a slide
          show
          presentation with music and much, much more. The Dream Away feature also
          provides consumers with location specific tourist information, packing
          tips and
          toll-free numbers for all pertinent hotel, car and airline
          suppliers.
 
 **Kinder
          Travel Cafes**
 
 It
          is our
          goal to open Kinder Travel Cafes that will feature free access to our www.myenvoytravel.com website,
          bible study, and religious and travel seminars as well as typical café services.
          Additionally, our Kinder Travel Cafes include the following: a comfortable
          place
          to sit and read, travel books from the around the world, luggage for sale,
          travel related merchandise, and trained representatives to assist in booking
          one
          of our travel products.
 
 With
          our
          primary travel agency now operating ,
          we
          intend on launching our Super Travel Cafes in 6 to 24 months. In fact,
          we are in
          the process of attempting to negotiate space in certain well-known public
          destinations such as bookstores, major department stores and university
          campuses.
 
 However,
          hurdles for launching our Cafes include increasing our revenues, having
          the
          necessary funds or ability to raise additional capital, and sufficient
          interest
          in our products. We may be forced to reconsider our plans to open Kinder
          Travel
          Cafes if we cannot overcome some or all of these hurdles.
 
 **“Travel
          as One” by Kinder**
 
 It
          is our
          goal to produce a religious based travel video to allow our clients to
          maximize
          their family travel. We anticipate a 30 minute infomercial titled *Travel
          as One (the “Travel Video”)* to
          further entice consumers to purchase our travel products and to provide
          travel
          tips aimed at enhancing a family vacation.
 
 We
          have
          not obtained any professional estimates, but have allocated $20,000 to
          the
          production of the Travel Video. We have not hired any production company
          or
          actors. In fact, we anticipate not hiring any such production company or
          actors
          and producing the Travel Video featuring the real life experiences of real
          people that have purchased and recommend our products.
 
 *Table
              of Contents*
 16
  ***Active
          Web Presence***
 
 The
          website www.myenvoytravel.com operates as a user-friendly booking engine
          and can
          be used as a research and booking tool for families planning their vacations
          as
          well as businesses and ministries.
 
 ***Kinder
          Foundation***
 
 Kinder
          Travel plans to establish a charitable foundation to fund Christian faith-based
          initiatives in Canada and the United States and to sponsor travel opportunities
          for families in need. We plan to launch the Kinder Foundation once we reach
          a
          sustainable profit level. At that time, we will contribute 10% of our profits
          to
          fund such initiatives. As the Kinder Foundation is a work in progress,
          the types
          of Christian faith based initiatives that we plan to fund have not been
          determined.
 
 ***Industry
          Background***
 
 **The
          Travel Industry**
 
 According
          to market research conducted by PhoCusWright, (“PhoCusWright”); a leading
          independent, travel, tourism and hospitality research firm specializing
          in
          consumer, business, and competitive intelligence; 2004-2006 estimates indicate
          that while total travel industry growth rates will increase slightly each
          year,
          the online share of that market will continue to rise. PhoCusWright projects
          that more than one-third of all U.S. travel will be booked online by leisure
          and
          unmanaged business travel sites in 2006, up from 15% in 2002 and 20% in
          2003.
 
 Purchasing
          travel can be a complicated process involving a variety of destinations,
          dates
          and price limitations and the purchase of several products from different
          suppliers, including air, lodging and car rental providers. To facilitate
          the
          exchange of travel information, travelers and suppliers have traditionally
          relied on travel agents as intermediaries. Travel agents typically perform
          the
          task of research, fact-finding and price comparison on behalf of consumers.
          However, traditional travel agents may not always present optimal choices
          for
          consumers and are generally not available 24 hours a day seven days a
          week.
 
 Travel
          agents depend on computer reservation systems, referred to as electronic
          global
          distribution systems, or GDS, to access flight and other travel product
          availability and pricing, and to book air and other travel products. GDS
          may not
          be able to provide all the information and options that are available in
          the
          marketplace due to technical limitations of their legacy mainframe computer
          systems and their inherent computational limitations. As such, travel agents
          may
          not be able to provide consumers with the broadest array of available travel
          options. Travel agents who use GDS can also increase the overall distribution
          cost to both consumers and suppliers. For consumers, particularly business
          travelers, travel agencies typically charge a fee. Traditional consumer
          leisure
          travel fees are up to $25 and corporate travel fees generally range from
          $25 to
          $50 per transaction. The GDS fees that are charged to suppliers as part
          of a
          typical travel agency booking also represent a substantial distribution
          expense
          for suppliers. A portion of these fees is typically shared with travel
          agents
          each time a booking is made using their systems.
 
 *Table
              of Contents*
 17
 
 **The
          Online Travel Industry**
 
 The
          sale
          of travel products online is rapidly gaining consumer acceptance. According
          to
          PhoCusWright leisure and unmanaged business travel is the largest consumer
          spending category on the Internet with approximately $39.4 billion in
          estimated gross travel bookings in 2003. The Internet empowers consumers
          and
          business travelers with a convenient and efficient way to compare and book
          travel options. In addition, delivery and confirmation of the travel product
          purchased can be made almost instantaneously through an e-mail sent to
          the
          consumer. The Internet also permits suppliers to employ targeted marketing
          strategies in order to optimize bookings and revenues. While online travel
          has
          been widely accepted by consumers, online travel as a percentage of total
          travel
          sales is still relatively low. According to PhoCusWright, online travel
          sales
          have experienced recent growth rates exceeding 30% annually. This growth
          is
          large when compared to the total travel sales, which have grown at only
          2-3%.
 
 Although
          online travel sales have been growing rapidly, we believe that a significant
          opportunity exists to further increase the number of consumers who purchase
          travel on the Internet and on www.myenvoytravel.com by using consumer and
          supplier-focused technologies and processes to improve the way travel is
          purchased and sold.
 
 ***Competitive
          Advantage***
 
 The
          following attributes will give our Company a competitive advantage over
          other
          participants in the travel industry:
 
 **Target
          Audience**
 
 Our
          target audience is every consumer interested in travel, with an emphasis
          on
          those of the Christian Faith and families seeking to create those “once in a
          lifetime” memories. If you are an Internet booker and/or a vacation shopper,
          even a business client, you will receive the most comprehensive and cost
          effective travel options focused on promoting family unity. The support
          that we
          receive from our suppliers and the commission based incentives that we
          offer to
          home based agents in our Kinder Vacations Network will assist in the growth
          of
          our Company.
 
 **Kinder
          Vacations Network**
 
 We
          expect
          that our network of home-based travel agents will help us create a base
          of
          knowledgeable, experienced and courteous travel professionals to assist
          with
          your travel needs. By utilizing KVN, consumers are able to have their own
          potentially successful business, directly from the comfort of their own
          home.
 
 *Table
              of Contents*
 18
 **Opportunity
          for Growth**
 
 It
          is our
          expectation that people and families will realize the benefits offered
          by our
          travel products and services. Provided this happens, we anticipate tremendous
          growth opportunities for us, members of KVN, our vendors and, ultimately,
          the
          consumer. As our volume of sales increases, we anticipate that suppliers
          will be
          inclined to pay higher commissions, making KVN more attractive and allowing
          us
          to more fully implement our business model.
 
 **Value
          for Consumers and Travel Suppliers**
 
 We
          will
          potentially to do business with the vast majority of major suppliers, enabling
          us to negotiate competitive pricing allowing us to give consumers better
          products and greater returns on money spent.
 
 **Family
          Oriented Travel Chart**
 
 Our
          technology is set-up to provide consumers with various Christian based
          and
          family oriented travel options that suit their interests in one, easy to
          see
          chart, allowing the consumer to choose the most desirable option.
 
 **Self-Marketing**
 
 We
          still
          believe that the best advertising is word of mouth. However, for us to
          effectively compete with the larger in-store and web based travel companies,
          we
          will also focus on more traditional forms of advertising, along with our
          commercial spots and Travel Video.
 
 **User
          friendly, innovative approach to travel**
 
 In
          order
          to keep consumers happy, you have to be able to service their needs. We
          take
          great pride in always being just a phone call away. That is the reason
          that some
          have come to refer to us as the “Christian Travel Company.”
 
 ***Technology
          Services***
 
 **Kinder
          Family Travel Platform**
 
 Kinder
          Family Travel Platform is our technology platform that establishes a direct
          link
          with a supplier’s internal reservation system. This allows us to reserve space
          directly with the supplier. Kinder Family Travel Platform allows our KVN
          agents
          to book travel and purchase our products. Consumers benefit by receiving
          family
          oriented travel options, while the travel agents will receive 80% of our
          commission, with the Company retaining the final 20%. This platform serves
          as
          the basis for our in-store agent(s) and serves as the backbone of our website.
          We have performed no market research regarding the distinctive features
          of our
          Kinder Travel Family Platform, and cannot affirmatively make any such
          representations.
 
 *Table
              of Contents*
 19
 **Booking
          Engine Services**
 
 We
          have
          distribution and marketing agreements with numerous airlines, lodging companies,
          rental car companies and other travel suppliers. These agreements enable
          us to
          offer our consumers what we believe to be the most comprehensive selection
          of
          low fares generally available to the public and a wide array of competitive
          rates on other travel products.
 
 ***Technology
          and Operations***
 
 We
          believe that the design and quality of our technology positions the Company
          for
          success, and distinguishes our website and product offerings from those
          of our
          competitors. Our goal has been to build an innovative travel management
          tool for
          consumers and to build systems that will move traffic and transactions
          through a
          low-cost channel. We believe that our system will continue to support rapid
          growth and differentiate us from our competitors.
 
 Our
          hardware and software architecture is designed to maximize scalability,
          availability, reliability, efficiency, flexibility, manageability and security.
          By implementing many competing fares, checking availability, and booking
          transactions directly with supplier hosts, we have constructed our booking
          engine using Internet technologies rather than a system based around more
          traditional mainframe travel systems.
 
 **Use
          Kinder Vacations Network to increase sales in all sectors** ******
 
 While
          online sale of vacation travel is likely to be a primary revenue generating
          source, we believe that our kinder Vacations Network will drive the sales
          of all
          travel related purchases as consumers will have access to one of our local
          representatives. We have launched several key initiatives to take advantage
          of
          this opportunity:
  ·
                  Improve
                      purchase efficiency through effective marketing
                      techniques;·
                  Improve
                      travel offerings;·
                  Home-based
                      travel agents;·
                  Launch
                    of our dynamic Travel Video;·
                  Low
                    cost travel, with the consumer receiving a portion of our commission;
                    and·
                  Strong
                      Customer Retention.
  *Table
              of Contents*
 20
  We
          offer
          consumers what we believe to be the broadest selection of family oriented
          travel
          options. As generally evident from the family oriented travel chart on
          our web
          site, we offer the largest selection of low fares generally available to
          the
          public and a wide array of competitive rates on other travel products.
          By and
          through the Kinder Vacations Network, we expect to generate a high degree
          of
          customer loyalty that will result in high customer retention rates. Key
          initiatives to promote higher customer retention include:
 
 ·
              Continue
                  to maintain strong supplier relationships to ensure competitive
                  rates on
                  commission based travel; 
 ·
              Develop
                  our technology to deliver a customer friendly website, providing
                  the
                  option to become a home-based travel agent; 
 ·
              Invest
                  in technologies and marketing strategies that will improve our
                  ability to
                  target our customers; 
 ·
              Continue
                  to develop our customer care capabilities to make travel more convenient
                  for our customers; 
 ·
              Capitalize
                  on innovative travel platform; 
 ·
              We
                  will continue to capitalize on our strength in developing technological
                  and marketing enhancements that benefit both our travel suppliers
                  and
                  customers; 
 ·
              Feature
                  certain vendors on our site that pay us higher commission structures
                  and
                  greater family oriented travel opportunities for our consumers;
                  and 
 ·
              Direct
                  Relationships with Major Travel Suppliers.  **Expand
          our Customer Base**
 
 Our
          goal
          is to increase our customer base by acquiring new customers in a cost-effective
          manner and increasing our market share in the rapidly growing online travel
          industry. We intend to achieve this objective by:
 
 ·
              Emphasizing
                  performance-based online advertising and other targeted marketing
                  strategies; 
 ·
              Cost-effectively
                  building our brand through traditional broadcast and print channels; 
 ·
              Generating
                  increased transactions by using direct mail recognition programs
                  and
                  encouraging infrequent bookers to purchase more travel from us
                  using
                  supplier incentives; and 
 ·
              Offering
                  web-based corporate travel. 
 *Table
              of Contents*
 21
 **Pursue
          New Business Opportunities**
 
 We
          plan
          to use our innovative technology and our relationships with travel suppliers
          to
          expand and enhance our growth prospects.
 
 We
          believe that our approach to travel uniquely positions us to capitalize
          on the
          emerging growth of the online travel industry. Since we have an established
          base
          of vendor contracts in place, we are able to meet the demands of consumers,
          all
          of whom are always looking for an easier and more efficient way to book
          travel.
          Our business objectives, once fully implemented, will allow Kinder Travel
          to
          continue to develop its wide array of products, putting fast and easy travel
          tools right at their fingertips.
 
 In
          order
          to pursue these business opportunities and our other growth initiatives,
          we may
          make strategic acquisitions of other businesses, products and technologies.
          The
          discussion of our strategy in this section reflects our current view of
          the ways
          we intend to develop our business in the future. Many of the initiatives
          we
          describe above are at an early stage, and we continue to review them in
          light of
          changing business conditions. We may change our plans, and future developments
          could differ from those we intend or expect to occur.
 
 The
          Company also serves as ministry travel provider, and is continually seeking
          new
          ministries with which it can partner. Presently, we have agreements with
          only
          two ministries, but, through traditional forms of marketing and advertising,
          including word of mouth, are seeking other ministries to expand on this
          aspect
          of our business plan.
 
 In
          2005,
          the Company signed a revenue sharing agreement with Campus Crusade For
          Christ
          Canada (“CCCC”), giving it exclusive rights to all travel bookings in Canada. As
          part of this agreement, Kinder Travel set up an office within the CCCC
          head
          office and employs a full-time agent to service their travel needs.
  Kinder
          Travel also secured the travel business of Alpha Canada, an organization
          which
          works with local churches across Canada offering a 10 week, thought-provoking
          course which explores the Christian faith in a relaxed, non-threatening
          environment.
 
 The
          Company has a formal written agreement with Campus Crusade for Christ Canada.
          There is no written agreement with Alpha Canada.
 
 Our
          Agreement with CCCC provides that CCCC will act as an independent contractor
          for
          the Company, selling and promoting the Company’s services. CCCC, per the
          Agreement, is entitled to receive 35% of the commissions and service fees
          generated for each of the services sold. The Company will provide administrative
          support to CCC on an as needed basis. The Agreement shall continue until
          terminated by either party upon 30 days written notice.
 
 During
          the quarter ended March 31, 2007, the Company derived $ $38,593 and $ $155
          in
          revenue through its agreement with Campus Crusade for Christ Canada and
          Alpha
          Canada respectively.
 
 *Table
              of Contents*
 22
 **Reservations**
 
 Our
          website enables consumers and business travelers to research and purchase
          a wide
          range of travel products and services, including airline tickets, hotel
          accommodations, car rentals, cruises, and vacation packages. We have established
          agreements with numerous travel suppliers and offer air fares and rates
          from
          hundreds of airlines, tens of thousands of hotel properties and a large
          number
          of car rental providers. Our advanced search technology allows our customers
          to
          easily find and compare what we believe to be the widest selection of travel
          prices and options from not only our site, but all leading online travel
          providers, the largest selection of low fares generally available and the
          opportunity to share in the commissions that we receive. Finally, we have
          developed what we believe is an intuitive and easy-to-use booking process
          for
          making reservations and purchasing travel services.
 
 **Flights**
 
 Our
          search engine can quickly analyze over billions of possible flight and
          fare
          combinations to provide customers with the largest selection of low fares
          generally available to the public. Our technology and innovative display
          allows
          consumers to choose the best rate or schedule that they find and begin
          their
          booking process. Our systems allow you be in total control over your travel
          choices, while continuously promoting Christian, family oriented travel
          options.
 
 Our
          search options allow for easy vacation planning. For example, a person
          interested in finding a vacation would be asked the following type of questions:
          (1) Where are you departing from?; (2) Where are you going to?; (3) What
          are
          your dates of travel?; (4) How many people are in your party? This information
          will go out and search all major providers, after which our system will
          quickly
          display the best price for that vacation. Whether you are just booking
          a car, or
          need a hotel, to booking airline tickets to vacation packages and cruises,
          the
          choice is yours!
 
 Our
          vacation packages feature allows customers to choose among a variety of
          suppliers of vacation packages, including air and lodging, escorted tours,
          last-minute and other packages. Consumers can select their tour based on
          destination, resort name or interest preferences. Our website features
          online
          specials and answers to frequently asked questions.
 
 **Customer
          Services**
 
 In
          addition to allowing travelers to book travel transactions, we also provide
          a
          broad array of useful information and services designed to optimize the
          consumer’s www.myenvoytravel.com experience.
 
 We
          take
          the Christian approach to the travel industry. No matter what the question
          or
          concern, our travel agents are standing by to assist you with all of your
          travel
          related questions. Additionally, our website is packed full of useful
          information that makes travel planning fun, educational and religious.
          Our
          search engine is very unique, providing resources not offered by other
          companies. If you are tired of wasting time doing travel research and still
          don’t know in which direction to go, then visit us on the internet by typing www.myenvoytravel.com .
 
 Consumers
          in our store are asked to answer a simple travel questionnaire, which we
          in turn
          use to offer you the most comprehensive, low-cost options available. Our
          website
          is premised on a similar questionnaire, followed by clicking *search* ,
          after
          which all of your research will be completed in just a few moments. Whether
          in
          store or on our website, we are sure to provide you with all of the information
          you need to make an informed decision for a Christian oriented family
          vacation!
 
 *Table
              of Contents*
 23
 **Corporate
          Travel**
 
 It
          is our
          intent to launch www.myenvoytravel.com/corporate, to tailor to the ever
          growing
          demand for corporate travel solutions that provide lower transaction costs,
          lower average ticket price, high degree of price transparency, access to
          a wide
          choice of low fares, and a superior, automation-enhanced service experience.
          The
          Company’s business site will offer companies the same functionality and ease of
          use that we offer for leisure bookings, while adding functionality and
          service
          features that address the needs of both business travelers and the corporate
          travel managers who administer corporate travel policies.
 
 Our
          planned launch of this part of our business is early March 2007. While
          offering
          the same features as www.myenvoytravel.com, this aspect offers internal
          controls
          meant to maximize company travel policies. Traveler profiles will be uploadable
          to account for individual travel needs, along with company specific requirements
          to maximize savings.
 
 Corporations
          may be charged a flat fee of $100 per month will be charged for access,
          thereby
          providing complete access to our corporate services. We
          have
          not performed any market research to ascertain whether corporations would
          be
          willing to pay such a fee. As such, we have yet to determine if such a
          fee will
          be charged once this portion of our website is fully operational.
 
 Some
          additional corporate travel features are:
 
 (i)
              full
                  integration of corporate negotiated fares and rates in our booking
                  path; 
 (ii)
              travel
                  arranger functionality, which allows personal assistants to manage
                  travel
                  on behalf of corporate employees; 
 (iii)
              functionality
                  designed to control travel policies in more highly managed corporate
                  environments, including the ability to track and report reasons
                  for
                  employees not choosing the lowest available fare and the ability
                  to limit
                  availability displays to only those suppliers with which the corporation
                  has a preferred relationship; and 
 (iv)
              consolidated
                  data reporting, which helps corporations track travel spending
                  and support
                  negotiations with suppliers. 
 **Consumer
          Marketing**
 
 We
          use
          various forms of cost-effective online marketing, including advertising
          on
          content sites and placement on comparative shopping tools as well as on
          search
          engine websites. We expect to use 30 and 60 second commercial spots as
          our
          primary marketing vehicle supplementing these commercials with our Travel
          Video.
          A smaller portion of our marketing budget is dedicated to other advertising
          such
          as internet, primarily cable, and print publications. Our marketing initiatives
          are subject to strict cost performance and measurement processes.
 
 Our
          marketing efforts employ a comprehensive array of analytical tools that
          measure
          our spending effectiveness. We use these tools to ensure that we stay focused
          on
          achieving a high return on our marketing investment. We believe that focusing
          on
          performance-based marketing techniques and the financial implications of
          our
          marketing efforts is an important factor in pursuing our goal of profitable
          growth.
 
 **Hardware**
 
 Our
          focus
          on reducing costs per transaction keeps us focused on the efficiency of
          our
          hardware. We make extensive use of commodity hardware, which allows for
          flexibility and processing power capable of handling large amounts of traffic
          and data at low unit costs. In addition, we have built monitoring and automation
          tools to help us monitor, detect and fix problems in our hardware and software.
          This results in little downtime for maintenance and upgrades, while helping
          to
          keep costs of operating and maintaining the machines low despite increases
          in
          the number of machines. Our system’s hardware and network architecture are
          designed to avoid single points of failure.
 
 *Table
              of Contents*
 24
 **Software**
 
 Our
          secure password system protects the consumer from any hackers, giving you
          complete privacy for your travel arrangements. Using your credit card on
          our
          site is also protected with an encrypted
          credit card processing program.
 
 Our
          superior booking engine will do most of the work for the consumer. Once
          consumers complete the formatted screen, their data goes out to the major
          website providers and then to ours (which are the same ones that travel
          agencies
          use today). Their data comes back with a comparison, allowing them to make
          an
          educated decision for themselves. The data will come back in numerous boxes,
          so
          that consumers are able to see the various family oriented travel options.
          Once
          they make their decision, they can click on the box to expand it and begin
          booking the reservation.
 
 ***Competitors***
 
 We
          operate in a highly competitive market and we may not be able to compete
          effectively. The market for travel products is intensely competitive. We
          compete
          with a variety of companies with respect to each product or service we
          offer,
          including:
 
 ·
                InterActiveCorp,
                    an interactive commerce company, which owns or controls numerous
                    travel-related enterprises, including Expedia, an online travel
                    agency,
 
 ·
                Hotels.com,
                    a representative of online lodging reservations, Hotwire, a wholesaler
                    of
                    airline tickets, lodging and other travel products and Ticketmaster
                    and
 
 ·
                Citysearch,
                     both of which offer destination information and tickets to
                    attractions;
 
 ·
                Sabre
                    Holdings, which owns Travelocity, an online travel agency, GetThere,
                    a
                    provider of online corporate travel technology and services,
                    and the Sabre
                    Travel Network, a GDS (or "global distribution
                    system");
 
 ·
                Orbitz,
                    Inc., an online travel company that enables travelers to search
                    for and
                    purchase a broad array of travel products, including airline
                    tickets,
                    lodging, rental cars, cruises and vacation
                    packages;
 
 ·
                Cendant,
                    a provider of travel and vacation services, which owns or controls
                    the
                    following: Galileo International, a worldwide GDS; Cheap Tickets,
                    an
                    online travel agency; Lodging.com, an online representative of
                    hotel
                    rooms; Howard Johnson, Ramada Inns and other hotel franchisors;
                    Avis and
                    Budget car rental companies;
 
 ·
                Travelport,
                    a provider of online corporate travel services and other travel-related
                    brands;
 
 ·
                Expedia,
                    Lowestfare.com and Priceline.com are our primary competitors
                    in the
                    referral marketing business;
 
 ·
                Other
                    consolidators and wholesalers of airline tickets, lodging and
                    other travel
                    products,  including Priceline.com and Travelweb;
                    and
 
 ·
                Other
                    local, regional, national and international traditional travel
                    agencies
                    servicing leisure and business
                    travelers.
 
 We
          are a
          relatively small player in this market. These competitors are in general
          larger,
          have greater financial and personnel resources and have achieved greater
          market
          penetration than we have.
 
 Based
          solely upon management’s knowledge of and experience in the industry and not
          upon any research or other verifying data from independent third parties,
          our
          agents are quoted the same rates from travel service providers as other
          travel
          agents and agencies.
 
 *Table
              of Contents*
 25
  ***Research
          and Development***
 
 We
          conduct no research and development activities.
 
 ***Intellectual
          Property***
 
 We
          have
          not applied for any patent or trademarks in connection with our
          operations.
 
 ***Trademarks***
  We
          have
          no patents or trademarks. Our success and ability to compete in the online
          travel industry depend, in part, upon our technology. We rely primarily
          on
          provisions in our contracts to protect our technology. We attempt to negotiate
          beneficial intellectual property ownership provisions in our contracts.
          However,
          laws and our actual contractual terms may not be sufficient to protect
          our
          technology from use or theft by third parties. For instance, a third-party
          might
          try to reverse engineer or otherwise obtain and use our technology without
          our
          permission and without our knowledge, allowing competitors to duplicate
          our
          products. We may have legal or contractual rights that we could assert
          against
          such illegal use, but lawsuits claiming infringement or misappropriation
          are
          complex and expensive, and the outcome would not be certain. In addition,
          the
          laws of some countries in which we may wish to sell our products may not
          protect
          software and intellectual property rights to the same extent as the laws
          of the
          United States. Moreover, the intellectual property right laws afford us
          no
          protection since we have no patents or trademarks.
 
 ***Travel
          Agency Bond***
 
 Travel
          agencies in Canada are regulated by the Business Practices and Consumer
          Protection Authority (“BPCPA”). BPCPA required the Company to purchase a
          Guaranteed Investment Certificate (“GIC”) from a financial institution as a
          condition for licensing as a travel agency. The financial institution then
          issued a letter of credit to the BPCPA. The GIC accrues interest at 2.77%
          and
          matures on December 14, 2007.
 
 ***Government
          Regulation***
 
 We
          must
          comply with laws and regulations relating to our sales activities, including
          those prohibiting unfair and deceptive practices and those requiring us
          to
          register as a seller of travel products, comply with disclosure requirements
          and
          participate in state restitution funds. In addition, many of our travel
          suppliers are heavily regulated and we are indirectly affected by such
          regulation.
 
 ***Travel
          Industry Regulation***
 
 As
          a
          travel company selling air transportation products, we are subject to regulation
          by federal, state and provincial agencies which have jurisdiction over
          economic
          issues affecting the sale of air travel, including consumer protection
          issues
          and competitive practices. Such agencies may have the authority to enforce
          economic regulations, and may assess civil penalties or challenge our operating
          authority. To the extent we sell travel products other than air transportation,
          we are subject to regulation by other federal, state or provincial agencies,
          which may have jurisdiction over a wide range of advertising, marketing
          and
          other consumer protection areas.
 
 *Table
              of Contents*
 26
  ***Internet
          Regulation***
 
 We
          must
          also comply with laws and regulations applicable to businesses engaged
          in online
          commerce. An increasing number of laws and regulations apply directly to
          the
          Internet and commercial online services. Moreover, there is currently great
          uncertainty whether or how existing laws governing issues such as property
          ownership, sales and other taxes, libel and personal privacy apply to the
          Internet and commercial online services. It is possible that laws and
          regulations may be adopted to address these and other issues. Further,
          the
          growth and development of the market for online commerce may prompt calls
          for
          more stringent consumer protection laws. New laws or different applications
          of
          existing laws would likely impose additional burdens on companies conducting
          business online and may decrease the growth of the Internet or commercial
          online
          services. In turn, this could decrease the demand for our products or increase
          our cost of doing business.
 
 For
          example, in the United States, Federal legislation imposing limitations
          on the
          ability of states to impose taxes on Internet-based sales was enacted in 1998.
          The Internet Tax Freedom Act, which was extended by the Internet
          Nondiscrimination Act, exempted certain types of sales transactions conducted
          over the Internet from multiple or discriminatory state and local taxation
          through November 1, 2003. The majority of products and services we sell are
          already taxed: hotel rooms and car rentals at the local level, and air
          transportation at the federal level with state taxation preempted. Nevertheless,
          failure to renew this legislation could allow state and local governments
          to
          impose additional taxes on some aspects of our Internet-based sales, and
          these
          taxes could decrease the demand for our products or increase our cost of
          operations.
 
 ***International***
 
 We
          may
          become subject to the laws and regulations of other countries, including
          with
          respect to transportation, privacy and consumer and online regulation.
          These may
          impose additional costs or other obligations on us.
 
 ***Future
          Regulation***
 
 Federal,
          state, provincial or other governmental agencies may adopt new laws, regulations
          and policies regarding a variety of matters that could affect our business
          or
          operations. We cannot predict what other matters such agencies might consider
          in
          the future, or what the impact of such regulations might be on our business.
  ***Employees***
 
 As
          of
          March 31, 2007, we employed we employed two (2) persons on a full time
          basis and
          three (3) individuals on a part time basis.
 
 Because
          of the nature of our business, we do not expect to hire any new employees
          in the
          foreseeable future, but anticipate that we will be conducting most of our
          business through agreements with consultants and third parties.
 
 **Reporting
          Currency**
 
 All
          of
          the Company’s transactions are denominated in Canadian currency so the Company
          has adopted the Canadian dollar as its functional and reporting currency.
          Transaction gains and losses that arise from exchange rate fluctuations
          on
          transactions denominated in a currency other than the local functional
          currency
          are included in “General and Administrative expenses” in the statement of
          operations, which amounts were not material during the quarter ended March
          31,
          2007.
 
 The
          Department of Corporation Finance in its advisory letter titled International
          Financial Reporting and Disclosure Issues, dated May 1, 2001 has stated,
“Regulation S-X presumes that a US-incorporated registrant will present
          its
          financial statements in US dollars. In rare instances, the staff has not
          objected to the use of a different reporting currency. Those instances
          have been
          limited to situations where the US-incorporated registrant had little or
          no
          assets and operations in the US, substantially all the operations were
          conducted
          in a single functional currency other than the US dollar, and the reporting
          currency selected was the same as the functional currency. In these
          circumstances, reporting in the foreign currency would produce little or
          no
          foreign currency translation effects under FASB Statement No. 52.”
 
 First,
          the Company has its only facilities located Canada, and therefore has no
          assets
          or operations in the US. Second, all operations of the Company are conducted
          only in Canadian currency. Third, the reporting currency is in Canadian
          dollars
          which is the same currency that all operations were conducted in. Therefore,
          reporting in Canadian dollars would produce little or no foreign currency
          translation effects under FASB Statement No. 52.
 
 *Table
              of Contents*
 27
 ***Quarterly
          Developments***
 
 During
          the period ended March 31, 2007, specifically on February 2, 2007, our
          Form SB-1
          was declared Effective by the SEC.
 
 We
          have
          already filed our Form 211 with the NASD and will use our best efforts
          to secure
          a listing on the OTC BB as soon as possible.
 
 **Critical
          Accounting Policies and Estimates**
  We
          believe that there are several accounting policies that are critical to
          understanding our historical and future performance, as these policies
          affect
          the reported amounts of revenue and the more significant areas involving
          management’s judgments and estimates. These significant accounting policies
          relate to revenue recognition, research and development costs, valuation
          of
          inventory, valuation of long-lived assets and income taxes. For a summary
          of our
          significant accounting policies (which have not changed from December 31,
          2006),
          see our annual report on Form 10-KSB for the period ended December 31,
          2006.
 
 **RESULTS
          OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2007 COMPARED TO THE
          THREE
          MONTHS ENDED MARCH 31, 2006 (UNAUDITED).**
  ***REVENUE***
 
 Our
          net
          revenue amounted to $58,601 for the three months ended March 31, 2007 compared
          to $61,585 for the three months ended March 31, 2006.
 
 All
          revenues were derived from the sale of travel and travel related products. 
Fluctuations in our revenues is primarily the result of the nature of the
          business model we operate. The Company can neither predict, assess nor
          prevent
          fluctuation.  We attempt to offer products and services at competitive
          prices.  Our travel products and services are aimed at those interested in
          purchasing Christian based, family vacations.  Because of the unpredictable
          nature of fluctuations, we do not attribute fluctuations to any particular
          item
          or event. Our business model is to respond to fluctuation with immediate
          change.  We do not account for or analyze the fluctuations as we do not
          believe it to be a prudent use of resources, given our business model.
  ***OPERATING
          EXPENSES***
 
 Our
          total
          operating expenses for the three months ended March 31, 2007 were $57,423
          compared to $86,456 for the same period in the prior year.  Expenses
          consisted primarily of general operating expenses and professional fees
          associated with our SEC filing and attempt to become listed on the OTCBB.
  ***NET
          LOSS***
 
 Primarily
          as a result of the foregoing, we had a net income of $1,177 for the three
          months
          ended March 31, 2007 compared to a net loss of $24,871 for the same period
          in the prior year.  Our net income for the period ended March 31, 2007 is
          attributed to decreased accounting and legal expenses as compared to the
          same
          period during the prior year.
 
 ***LIQUIDITY
          AND CAPITAL RESOURCES***
 
 At
          March
          31, 2007 our cash balance was $42,932. This represents an improvement in
          our
          financial position since December 31, 2006 when we reported cash of $26,824.
 
 Developments
          in early 2007, specifically our receiving a Notice of Effectiveness from
          the
          SEC, resulted in less expenses and increased cash on hand.
 
 Cash
          flows from operating activities in 2007 through March 31 were positive
          $9,011 compared with $53,531 in 2006 through March 31. The major elements
          in the 2007 decrease for the period ended March 31 as compared to 2006
          were no
          customer prepayments in 2007 as opposed to customer prepayments of $62,200
          in
          2006, we did not issue any of our common stock for cash in 2007 as opposed
          to
          receipt of $20,000 in 2006 for the issuance of warrants for compensation,
          and we
          had increased accounts receivable in 2007.
  ***Off-Balance
          Sheet Arrangements***
 
 We
          do not
          have any off-balance sheet arrangements that have or are reasonably likely
          to
          have a current or future effect on our financial condition, changes in
          financial
          condition, revenues or expenses, results of operations, liquidity, capital
          expenditures or capital resources that are material to our investors.
 
 *Table
              of Contents*
 28
  ***Plan
          Of Operations for the Next 12 Months***
  Our
          plan
          of operations for the next twelve months is to proceed with the implementation
          of our business plan. We will strive to launch all aspects of our
          operations.  Primarily, we will focus on generating revenue from our
          website. Continuing operations will always focus on ways to increase our
          marketing sales force. We may require up to $300,000 in additional financing
          to
          expand our operations as outlined in the table below, subject to our cash
          on
          hand and actual revenues.
 
 **Goal**
                **Expected
                    Manner of Occurrence or Method of Achievement**
                **Date
                    When Step Should be Accomplished**
                **Cost
                    of Completion**Develop
                    infrastructure and Kinder Travel Cafes
                Secure
                    additional office space in various locations, office equipment
                    and develop
                    “specific” marketing materials and hiring additional
                    employees
                6
                    -
                    20 months
                $100,000Launch
                    Marketing Phase
                Kinder
                    Travel marketing and informational videos designed to develop
                    sales
                    force
                3
                    -9 months
                $60,000Creation
                    of Travel Marketing staff
                Marketing
                    head and staff to drive bookings up
                6
                    -
                    8 months
                $40,000Kinder
                    Vacations Network Sales of 1000 per month
                Aggressively
                    market and advertise to generate interest in our home based travel
                    agent
                    network
                9
                    -
                    20 months
                $60,000Travel
                    as One Video
                Create
                    and film our religious travel video
                6
                    -
                    9 months
                $20,000
 
 Our
          total
          expenditures over the next twelve months are anticipated to be approximately
          $200,000.
 
 All
          steps
          will be undertaken contemporaneously.
 
 Our
          marketing effort will be directed at expanding our representative network
          through personal contact or seminars.
 
  ***Critical
          Accounting Policies***
 
 The
          preparation of financial statements in conformity with generally accepted
          accounting principles requires management to make a wide variety of estimates
          and assumptions that affect (i) the reported amounts of assets and liabilities
          and disclosure of contingent assets and liabilities as of the date of the
          financial statements, and (ii) the reported amounts of revenues and expenses
          during the reporting periods covered by the financial statements. Our management
          routinely makes judgments and estimates about the effect of matters that
          are
          inherently uncertain. As the number of variables and assumptions affecting
          the
          future resolution of the uncertainties increases, these judgments become
          even
          more subjective and complex. The most significant accounting policies that
          are
          most important to the portrayal of our current financial condition and
          results
          of operations are as follows:
  *Table
              of Contents*
 29
  ***Revenue
          Recognition***
 
 SAB
          No.
          104 requires that four basic criteria be met before revenue can be recognized:
          (1) persuasive evidence of an arrangement exists; (2) delivery has occurred
          or
          services have been rendered; (3)
          the
          fee is fixed or determinable; and (4) collectibility is reasonably assured.
          Should changes in conditions cause management to determine that these criteria
          are not met for certain future transactions, revenue recognized for a reporting
          period could be adversely affected.
 
 The
          Company has various methods by which they receive revenue. At present,
          most
          revenue is derived substantially from the following sources:
 
 ·
              Supplier
                  Based Commissions: The Company receives commissions based upon
                  contractual
                  arrangements with leading travel
                  providers. ·
              Consumer
                  Service Fees: Upfront fees charged for each booking regardless
                  of the type
                  of travel. 
 Revenue
          is recognized as follows for the services discussed above:
 
 ·
              for
                  service fees, when reservations are made and secured by a credit
                  card or
                  other form of payment; ·
              for
                  air travel, cruises and package tours, when reservations are made
                  and
                  secured by a credit card or other form of payment;
                  and ·
              for
                  all travel such as hotel bookings and rental cars, when commissions
                  are
                  received from the travel supplier. 
 ***Allowance
          for Doubtful Accounts***
 
 Management
          makes judgments, based on its established aging policy, historical experience
          and future expectations, as to the ability to collect the Company’s accounts
          receivable. An allowance for doubtful accounts has been established. The
          allowance for doubtful accounts is used to reduce gross trade receivables
          to
          their estimated net realizable value. When evaluating the adequacy of the
          allowance for doubtful accounts, management analyzes amounts based upon
          an aging
          schedule, historical bad debt experience, and current trends. The Company’s
          accounts receivable balances was $10,433 at March 31, 2007.
 ***Risk
          Factors***
 
 **INVESTING
          IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. IN ADDITION TO THE OTHER
          INFORMATION CONTAINED IN THIS PROSPECTUS, PROSPECTIVE PURCHASERS OF THE
          SECURITIES OFFERED HEREBY SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS
          IN
          EVALUATING THE COMPANY AND ITS BUSINESS.**
 
 **BECAUSE
          OUR COMPANY SPECIALIZES IN FAITH BASED TRAVEL PRODUCTS, WE FACE SIGNIFICANT
          BARRIERS FOR GROWTH.**
 
 Our
          sales
          and revenues will not grow as planned if there is not enough consumer interest
          in our faith based travel products. We cannot speculate as to how many
          consumers
          will be interested in our travel products, or how many consumers will choose
          our
          faith based travel products in lieu of more conventional travel products.
          We
          will strive to increase our customer base with traditional types of marketing
          and advertising. However, without sufficient interest in our travel products,
          our business will fail.
 
 **IF
          WE DO NOT GENERATE SUFFICIENT SALES FROM OUR WEBSITE, OUR BUSINESS MAY
          FAIL.**
 
 Since
          our
          website only became fully operational in October 2006, we have derived
          limited
          revenues from online sales. However, our sales and revenues will not grow
          as
          planned if the use of the Internet as a medium of commerce for travel products
          declines in favor of the more traditional methods of purchasing travel
          products
          involving human interaction. We cannot quantify the amount of sales that
          would
          be required to be booked online for us to grow as planned. In comparison
          to
          other online travel providers, we offer a distinct line of products and
          we
          anticipate being able to draw from the customer base of such other online
          providers. We cannot predict, though, the amount of consumers that will
          prefer
          our products to those of other online providers offering more traditional
          travel
          products. If we are not able to generate sufficient online sales from our
          website, our business may fail.
 
 *Table
              of Contents*
 30
  **ADVERSE
          CHANGES OR INTERRUPTIONS IN OUR RELATIONSHIPS WITH TRAVEL SUPPLIERS COULD
          AFFECT
          OUR ACCESS TO TRAVEL OFFERINGS AND REDUCE OUR REVENUES.**
 
 Although
          our business is not substantially dependent on any agreement with any travel
          supplier, we rely on various agreements with our airline, hotel and auto
          suppliers, and these agreements contain terms that could affect our access
          to
          inventory and reduce our revenues. All of the relationships we have are
          freely
          terminable by the supplier upon notice. None of these arrangements are
          exclusive
          and any of our suppliers could enter into, and in some cases may have entered
          into, similar agreements with our competitors.
 
 We
          cannot
          assure you that our arrangements with travel suppliers will remain in effect
          or
          that any of these suppliers will continue to supply us and our agents with
          the
          same level of access to inventory of travel offerings in the future. If
          access
          to inventory is affected, or our ability to obtain inventory on favorable
          economic terms is diminished, it may reduce our revenues.
 
 Our
          failure to establish and maintain representative relationships for any
          reason
          could negatively impact sales of our products and reduce our revenues.
  **IF
          WE FAIL TO ATTRACT AND RETAIN SALES AGENTS IN A COST-EFFECTIVE MANNER,
          OUR
          ABILITY TO GROW AND BECOME PROFITABLE MAY BE IMPAIRED.**
 
 Our
          business strategy depends on increasing our overall number of customer
          transactions in a cost-effective manner. In order to increase our number
          of
          transactions, we must attract additional sales agents. Although we have
          spent
          significant financial resources on sales and marketing and plan to continue
          to
          do so, these efforts may not be cost effective in attracting new sales
          agents or
          increasing transaction volume. If we do not achieve our marketing objectives,
          our ability to grow and increase revenues may be impaired. Presently, we
          have
          two sales agents, and although we will require more sales agents to achieve
          our
          business strategy, we cannot at this time estimate the number of additional
          sales agents that will be necessary.
 
 **OUR
          SUCCESS DEPENDS ON MAINTAINING THE INTEGRITY OF OUR SYSTEMS AND INFRASTRUCTURE,
          WHICH IF NOT MAINTAINED COULD REDUCE OUR REVENUES.**
 
 In
          order
          to be successful, we must provide reliable, real-time access to our systems
          for
          our sales agents, customers and suppliers. As our operations grow in both
          size
          and scope, we will need to improve and upgrade our systems and infrastructure
          to
          offer an increasing number of people and travel suppliers enhanced products,
          services, features and functionality.  The expansion of our systems and
          infrastructure will require us to commit substantial financial, operational
          and
          technical resources before the volume of business increases, with no assurance
          that the volume of business will increase. Consumers and suppliers will
          not
          tolerate a service hampered by slow delivery times, unreliable service
          levels or
          insufficient capacity, any of which could reduce our revenues.
 
 **OUR
          COMPUTER SYSTEMS MAY SUFFER FAILURES, CAPACITY CONSTRAINTS AND BUSINESS
          INTERRUPTIONS THAT COULD INCREASE OUR OPERATING COSTS AND CAUSE US TO LOSE
          CUSTOMERS AND REDUCE OUR REVENUES.**
 
 To
          date,
          we have not sustained any problems with our computer systems that have
          in any
          way harmed our business. Our operations, though, face the risk of systems
          failures. Our systems and operations are vulnerable to damage or interruption
          from fire, flood, power loss, telecommunications failure, computer hacking
          break-ins, earthquake, terrorism and similar events.  The occurrence of a
          natural disaster or unanticipated problems at our facilities or locations
          of key
          vendors could cause interruptions or delays in our business, loss of data
          or
          render us unable to process reservations.  In addition, the failure of our
          computer and communications systems to provide the data communications
          capacity
          required by us, as a result of human error, natural disaster or other occurrence
          of any or all of these events could adversely affect our reputation, brand
          and
          business.  In these circumstances, our redundant systems or disaster
          recovery plans may not be adequate. Similarly, although many of our contracts
          with our service providers require them to have disaster recovery plans,
          we
          cannot be certain that these will be adequate or implemented properly.
 
 *Table
              of Contents*
 31
  **BECAUSE
          WE DO NOT MAINTAIN ANY INSURANCE, IF A JUDGMENT IS RENDERED AGAINST US,
          WE MAY
          HAVE TO CEASE OPERATIONS.**
 
 We
          do not
          maintain any insurance and do not intend to maintain insurance in the future.
          Because we do not have any insurance, if we are made a party to a lawsuit,
          we
          may not have sufficient funds to defend the litigation. In the event that
          we do
          not defend the litigation or a judgment is rendered against us, we may
          have to
          cease operations.
 
 **RAPID
          TECHNOLOGICAL CHANGES MAY RENDER OUR TECHNOLOGY OBSOLETE OR DECREASE THE
          ATTRACTIVENESS OF OUR PRODUCTS TO TRAVEL AGENTS AND CONSUMERS.**
 
 To
          remain
          competitive in the online travel industry, we must continue to enhance
          and
          improve the functionality and features of our website. The Internet and
          the
          online commerce industry are rapidly changing. In particular, the online
          travel
          industry is characterized by increasingly complex systems and infrastructures
          and new business models.  If competitors introduce new products embodying
          new technologies, or if new industry standards and practices emerge, our
          existing web-site, technology and systems may become obsolete.
 
 Our
          future success will depend on our ability to do the following:
 
 ·enhance
                    our existing products;·develop
                    and license new products and technologies that address the increasingly
                    sophisticated and varied needs of our prospective customers and
                    suppliers;
                    and
 
 ·respond
                    to technological advances and emerging industry standards and
                    practices on
                    a cost-effective and timely basis.
 
 **DEVELOPING
          OUR WEBSITE AND OTHER TECHNOLOGY ENTAILS SIGNIFICANT TECHNICAL AND BUSINESS
          RISKS WHICH COULD REDUCE OUR REVENUES.**
 
 We
          may
          use new technologies ineffectively or we may fail to adapt our website,
          transaction processing systems and network infrastructure to consumer
          requirements or emerging industry standards. For example, our website allows
          searches and displays of ticket pricing and travel itineraries will be
          a
          critical part of our service, and may quickly become out-of-date or insufficient
          from our customers’ perspective and in relation to the search and display
          functionality of our competitors’ websites. If we face material delays in
          introducing new services, products and enhancements, our sales agents,
          customers
          and suppliers may forego the use of our products and use those of our
          competitors.
 
 *Table
              of Contents*
 32
  **OUR
          LIMITED HISTORY OF AN OPERATIONAL WEBSITE MAY BE ADVERSELY AFFECTING OUR
          GROWTH
          STRATEGY AND REVENUES.**
 
 We
          cannot, with any certainty, speculate on the effect on our business of
          having an
          operational website since it was only launched in October 2006. We believe
          that
          offering our travel products online will positively affect our growth strategy.
          We anticipate that an operational website will result in an additional
          source of
          revenue.
 
 **DECLINES
          OR DISRUPTIONS IN THE TRAVEL INDUSTRY, SUCH AS THOSE CAUSED BY GENERAL
          ECONOMIC
          DOWNTURNS, TERRORISM, HEALTH CONCERNS OR STRIKES OR BANKRUPTCIES WITHIN
          THE
          TRAVEL INDUSTRY COULD REDUCE OUR REVENUES.**
 
 Our
          business is affected by the health of the travel industry. Travel expenditures
          are sensitive to business and personal discretionary spending levels and
          tend to
          decline during general economic downturns. Since 2001, the travel industry
          has
          experienced a protracted downturn, and there is a risk that a future downturn,
          or the continued weak demand for travel, could adversely affect the growth
          of
          our business. Additionally, travel is sensitive to safety concerns, and
          thus may
          decline after incidents of terrorism, during periods of geopolitical conflict
          in
          which travelers become concerned about safety issues, or when travel might
          involve health-related risks. For example, the terrorist attacks of September
          11, 2001, which included attacks on the World Trade Center and the Pentagon
          using hijacked commercial aircraft, resulted in a decline in travel bookings
          throughout the industry. The long-term effects of events such as these
          could
          include, among other things, a protracted decrease in demand for air travel
          due
          to fears regarding terrorism, war or disease. These effects, depending
          on their
          scope and duration, which we cannot predict at this time, could significantly
          reduce our revenues.
 
 Other
          adverse trends or events that tend to reduce travel and may reduce our
          revenues
          include:
 
 ·higher
                    fares and rates in the airline industry or other travel-related
                    industries;·labor
                    actions involving airline or other travel
                    suppliers;
 
 ·political
                    instability and hostilities;·fuel
                    price escalation;
 
 ·travel-related
                    accidents; and·bankruptcies
                    or consolidations of travel suppliers and
                    vendors.
  *Table
              of Contents*
 33
  **BECAUSE
          OUR MARKET IS SEASONAL, OUR QUARTERLY RESULTS WILL FLUCTUATE.**
 
 Our
          business experiences seasonal fluctuations, reflecting seasonal trends
          for the
          products offered by our sales agents, as well as Internet services generally.
          For example, traditional leisure travel bookings are higher in the first
          two
          calendar quarters of the year in anticipation of spring and summer vacations
          and
          holiday periods, but online travel reservations may decline with reduced
          Internet usage during the summer months. In the last two quarters of the
          calendar year, demand for travel products generally declines and the number
          of
          bookings flattens or decreases. These factors could cause our revenues
          to
          fluctuate from quarter to quarter. Our results may also be affected by
          seasonal
          fluctuations in the inventory made available to us by travel
          suppliers.
 
 **OUR
          BUSINESS IS EXPOSED TO RISKS ASSOCIATED WITH ONLINE COMMERCE SECURITY AND
          CREDIT
          CARD FRAUD WHICH COULD REDUCE OUR REVENUES.**
 
 Consumer
          concerns over the security of transactions conducted on the Internet or
          the
          privacy of users may inhibit the growth of the Internet and online commerce.
          To
          transmit confidential information such as customer credit card numbers
          securely,
          we rely on encryption and authentication technology. Unanticipated events
          or
          developments could result in a compromise or breach of the systems we use
          to
          protect customer transaction data. Our servers and those of our service
          providers may be vulnerable to viruses or other harmful code or activity
          transmitted over the Internet. A virus or other harmful activity could
          cause a
          service disruption.
 
 In
          addition, we bear financial risk from products or services purchased with
          fraudulent credit card data. Although we have implemented anti-fraud measures,
          a
          failure to control fraudulent credit card transactions adequately could
          adversely affect our business. Because of our limited operating history,
          we
          cannot assure you that our anti-fraud measures are sufficient to prevent
          material financial loss. Since we cannot exert the same level of influence
          or
          control over our sales agents as we could were they our own employees,
          our sales
          agents could fail to comply with our policies and procedures, which could
          result
          in claims against us that could harm our financial condition and operating
          results. We are not in a position to directly provide the same direction,
          motivation and oversight for our sales agents as we would if such sales
          agents
          were our own employees. As a result, there can be no assurance that our
          sales
          agents will participate in our marketing strategies or plans, accept our
          introduction of new products and services, or comply with our policies
          and
          procedures.
 
 **BECAUSE
          IT CAN BE DIFFICULT TO ENFORCE POLICIES AND PROCEDURES DESIGNED TO GOVERN
          THE
          CONDUCT OF OUR SALES AGENTS AND TO PROTECT THE GOODWILL ASSOCIATED WITH
          OUR
          BUSINESS BECAUSE OF THE NUMBER OF TRAVEL AGENTS AND THEIR INDEPENDENT STATUS,
          OUR REVENUES COULD BE REDUCED IF WE FAIL TO ENFORCE THESE POLICIES AND
          PROCEDURES.**
 
 *Table
              of Contents*
 34
  Violations
          by our travel agents of applicable laws or of our policies and procedures
          in
          dealing with customers could reflect negatively on our products and operations
          and harm our business reputation. In addition, it is possible that a court
          could
          hold us civilly or criminally accountable based on vicarious liability
          because
          of the actions of our travel agents.
 
 Adverse
          publicity concerning any actual or purported failure of us or our travel
          agents
          to comply with applicable laws and regulations, whether or not resulting
          in
          enforcement actions or the imposition of penalties, could harm the goodwill
          of
          our company and could reduce our ability to attract, motivate and retain
          travel
          agents, which would reduce our revenues. We cannot ensure that all travel
          agents
          will comply with applicable legal requirements.
 
 **ONLINE
          MARKETING AND ADVERTISING EXPENSES WILL BE INCURRED AS WE ATTEMPT TO INCREASE
          TRAFFIC TO OUR WEBSITE IN OUR EFFORT TO GENERATE ADDITIONAL
          REVENUE.**
 
 The
          timing and placing of such online marketing and advertising is crucial
          to
          revenue growth as we will attempt to increase our internet sales. This
          cost
          could outpace revenue causing cash to decline and therefore putting your
          investment at risk.
 
 **OUR
          MANAGEMENT DECISIONS ARE MADE BY OUR OFFICERS AND DIRECTORS; IF WE LOSE
          THEIR
          SERVICES, OUR REVENUES MAY BE REDUCED.**
 
 The
          success of our business is dependent upon the expertise of Dirk Holzhauer
          and
          Daniel L. Baxter. Because they are essential to our operations, you must
          rely on
          their management decisions. They will continue to control our business
          affairs
          after the filing. If we lose their services, we may not be able to hire
          and
          retain other officers and directors with comparable experience. As a result,
          the
          loss of their services could reduce our revenues.
 
 **BECAUSE
          THERE IS NOT NOW AND MAY NEVER BE A PUBLIC MARKET FOR OUR COMMON STOCK,
          INVESTORS MAY HAVE DIFFICULTY IN RESELLING THEIR SHARES.**
 
 Our
          common stock is currently not quoted on any market. No market may ever
          develop
          for our common stock, or if developed, may not be sustained in the future.
          Accordingly, our shares should be considered totally illiquid, which inhibits
          investors’ ability to resell their shares.
 
 **BECAUSE
          WE DO NOT HAVE AN AUDIT OR COMPENSATION COMMITTEE, SHAREHOLDERS WILL HAVE
          TO
          RELY ON THE ENTIRE BOARD OF DIRECTORS, ALL OF WHICH ARE NOT INDEPENDENT,
          TO
          PERFORM THESE FUNCTIONS.**
 
 We
          do not
          have an audit or compensation committee comprised of independent directors.
          Indeed, we do not have any audit or compensation committee. These functions
          are
          performed by the board of directors as a whole. All members of the board
          of
          directors are not independent directors. Thus, there is a potential conflict
          in
          that board members who are management will participate in discussions concerning
          management compensation and audit issues that may affect management decisions.
 
 *Table
              of Contents*
 35
  **BECAUSE
          WE HAVE A LIMITED OPERATING HISTORY, IT IS DIFFICULT TO EVALUATE OUR BUSINESS
          AND PROSPECTS.**
 
 Initial
          operations began January 2005 as KTT. As a result, we have only a limited
          operating history from which you can evaluate our business and our prospects.
          We
          will encounter risks and difficulties frequently experienced by early-stage
          companies in rapidly evolving industries, such as the online travel industry.
          Some of these risks relate to our ability to:
 
 ·
              attract
                  and retain consumers on a cost-effective basis; ·
              expand
                  and enhance our service offerings; ·
              respond
                  to regulatory changes or demands; ·
              respond
                  to litigation; ·
              operate,
                  support, expand and develop our operations, our website and our
                  software,
                  communications and other systems; ·
              diversify
                  our sources of revenue; ·
              maintain
                  adequate control of our expenses; ·
              raise
                  additional capital; ·
              respond
                  to technological changes; and ·
              respond
                  to competitive market conditions. 
 If
          we are
          unsuccessful in addressing these risks or in executing our business strategy,
          our business, financial condition or results of operations may suffer.
 
 **OUR
          GROWTH CANNOT BE ASSURED. EVEN IF WE DO EXPERIENCE GROWTH, WE CANNOT ASSURE
          YOU
          THAT WE WILL GROW PROFITABLY.**
 
 Our
          business strategy is dependent on the growth of our business. For us to
          achieve
          significant growth, consumers and travel suppliers must accept our website
          as a
          valuable commercial tool. Consumers, who have historically purchased travel
          products using traditional commercial channels, such as local travel agents
          and
          calling suppliers directly, must instead purchase these products on our
          website.
          Similarly, travel suppliers will also need to accept or expand their use
          of our
          website and to view our website as an efficient and profitable channel
          of
          distribution for their travel products.
 
 **OUR
          GROWTH IS ALSO DEPENDENT ON OUR ABILITY TO BROADEN THE APPEAL OF OUR WEBSITE
          TO
          BUSINESS AND OTHER TRAVELERS.**
 
 Currently,
          our website has focused on serving the leisure traveler. Our ability to
          offer
          products and services that will attract a significant number of business
          travelers to use our services is not certain. If it does not occur, our
          growth
          may be limited.
 
 **OUR
          GROWTH WILL ALSO DEPEND ON OUR ABILITY TO BROADEN THE RANGE OF TRAVEL PRODUCTS
          WE OFFER.**
 
 Historically,
          the majority of our revenues have come from airline ticket sales. Our business
          strategy is dependent on our further diversifying our revenues into lodging,
          car
          rentals, cruises, vacation packages and other travel related products.
          We cannot
          assure you that our efforts will be successful or result in greater revenues
          or
          higher margins. Our business strategy also includes the establishment of
          direct
          connections to the airlines’ reservations systems, which will allow us to bypass
          global distribution systems, or GDSs, the traditional computerized reservation
          systems, for a portion of our airline ticket bookings. Our supplier link
          technology initiative is at an early stage and we cannot assure you that
          a large
          number of airline suppliers will be willing to enter into this type of
          relationship with us, or that these direct links will enable us to increase
          our
          revenue or lower our operating costs.
 
 Our
          plans
          to pursue other opportunities for revenue growth and cost reduction are
          also at
          an early stage, and we can not assure you that our plans will be successful
          or
          that we will actually proceed with them as described.
 
 *Table
              of Contents*
 36
  **WE
          OPERATE IN A HIGHLY COMPETITIVE MARKET, AND WE MAY NOT BE ABLE TO COMPETE
          EFFECTIVELY.**
 
 The
          market for travel products is intensely competitive. We compete with a
          variety
          of companies with respect to each product or service we offer. We compete
          directly with Expedia, Travelocity, and many smaller companies in providing
          online travel products. In addition, we face significant competition from
          other
          distributors of travel products, including:
 
 ·
              local,
                  regional, national and international traditional travel
                  agencies; ·
              consolidators
                  and wholesalers of airline tickets, lodging and other travel products,
                  including Orbitz, Cheaptickets.com, Priceline.com, Hotwire, Hotels.com;
                  and ·
              operators
                  of GDSs, which control the computer systems through which travel
                  reservations historically have been
                  booked. 
 **MANY
          OF OUR COMPETITORS HAVE LONGER OPERATING HISTORIES, LARGER CUSTOMER BASES,
          GREATER BRAND RECOGNITION AND SIGNIFICANTLY GREATER FINANCIAL, MARKETING
          AND
          OTHER RESOURCES THAN WE HAVE.**
 
 Some
          of
          our competitors benefit from vertical integration with GDSs. We cannot
          assure
          you that we will be able to effectively compete with other travel industry
          providers.
 
 In
          addition, consumers may choose to use our website for route pricing and
          other
          travel information, and then purchase travel products from a source other
          than
          our website, including travel suppliers’ own websites. Many travel suppliers,
          such as airlines, lodging, car rental companies and cruise operators also
          offer
          and distribute travel products, including products from other travel suppliers,
          directly to the consumer through their own websites.
 
 **A
          DECLINE IN COMMISSION RATES OR THE ELIMINATION OF COMMISSIONS COULD REDUCE
          OUR
          REVENUES AND MARGINS.**
 
 A
          substantial majority of our online revenues depends on the commissions
          paid by
          travel suppliers for bookings made through our online travel service. Generally,
          we do not have written commission agreements with our suppliers. As is
          standard
          practice in the travel industry, we rely on informal arrangements for the
          payment of commissions. Travel suppliers are not obligated to pay any specified
          commission rate for bookings made through our websites. We cannot assure
          you
          that airlines, hotel chains or other travel suppliers will not reduce current
          industry commission rates or eliminate commissions entirely, either of
          which
          could reduce our revenues and margins. Additionally, any decline in commissions
          received by the Company would cause a decline in the amount of cash back
          the
          Company would be able to give to customers from the commissions. If the
          Company
          is unable to offer sufficient cash back offers based on the commissions
          it
          receives it may not be able to offer competitive prices and may result
          in a
          material adverse effect on the business.
 
 **INTERRUPTIONS
          IN SERVICE FROM THIRD PARTIES COULD IMPAIR THE QUALITY OF OUR
          SERVICE.**
 
 We
          rely
          on third-party computer systems and other service providers, including
          the
          computerized central reservation systems of the airline, lodging and car
          rental
          industries to make airline ticket, lodging and car rental reservations
          and
          credit card verifications and confirmations. Third parties provide, for
          instance, our data center, telecommunications access lines and significant
          computer systems, support and maintenance services. Any interruption in
          these,
          or other, third-party services or deterioration in their performance could
          impair the quality of our service. We cannot be certain of the financial
          viability of all of the third parties on which we rely. If our arrangements
          with
          any of these third parties are terminated or if they were to cease operations,
          we might not be able to find an alternate provider on a timely basis or
          on
          reasonable terms, which could hurt our business.
 
 **IF
          WE FAIL TO INCREASE OUR BRAND RECOGNITION AMONG CONSUMERS, WE MAY NOT BE
          ABLE TO
          ATTRACT AND EXPAND OUR ONLINE TRAFFIC.**
 
 We
          believe that establishing, maintaining and enhancing the Company brand
          is a
          critical aspect of our efforts to attract and expand our online traffic.
          The
          number of Internet sites that offer competing services increases the importance
          of establishing and maintaining brand recognition. Many of these Internet
          sites
          already have well-established brands in online services or the travel industry
          generally. Promotion of the Company brand will depend largely on our success
          in
          providing a high-quality online experience supported by a high level of
          customer
          service. In addition, we intend to increase our spending substantially
          on
          marketing and advertising with the intention of expanding our brand recognition
          to attract and retain online users and to respond to competitive pressures.
          However, we cannot assure you that these expenditures will be effective
          to
          promote our brand or that our marketing efforts generally will achieve
          our
          goals.
 
 *Table
              of Contents*
 37
  **IF
          WE ARE UNABLE TO INTRODUCE AND SELL NEW PRODUCTS AND SERVICES, OUR BRAND
          COULD
          BE DAMAGED.**
 
 We
          need
          to broaden the range of travel products and services and increase the
          availability of products and services that we offer in order to enhance
          our
          service. We will incur substantial expenses and use significant resources
          trying
          to expand the range of products and services that we offer. However, we
          may not
          be able to attract sufficient travel suppliers and other participants to
          provide
          desired products and services to our consumers. In addition, consumers
          may find
          that delivery through our service is less attractive than other alternatives.
          If
          we launch new products and services and they are not favorably received
          by
          consumers, our reputation and the value of the Company brand could be
          damaged.
 
 Our
          relationships with consumers and travel suppliers are mutually dependent
          since
          consumers will not use a service that does not offer a broad range of travel
          services. Similarly, travel suppliers will not use a service unless consumers
          actively make travel purchases through it. We cannot predict whether we
          will be
          successful in expanding the range of products and services that we offer.
          If we
          are unable to expand successfully, this could also damage our
          brand.
 
 **IF
          WE FAIL TO ATTRACT CUSTOMERS IN A COST-EFFECTIVE MANNER, OUR ABILITY TO
          GROW AND
          BECOME PROFITABLE MAY BE IMPAIRED.**
 
 Our
          business strategy depends on increasing the overall number of consumer
          transactions conducted on our website in a cost-effective manner. In order
          to
          increase the number of consumer transactions, we must attract more visitors
          to
          our website and convert a larger number of these visitors into paying customers.
          Relative to our primary competitors, we believe that the Company brand
          has not
          established equally broad recognition. As a result, it may be necessary
          to spend
          substantial amounts on marketing and advertising to enhance our brand
          recognition and attract new customers to our website, and to successfully
          convert these new visitors into paying customers. We cannot assure you
          that our
          marketing and advertising efforts will be effective to attract new customers.
          If
          we fail to attract customers and increase our overall number of consumer
          transactions in a cost-effective manner, our ability to grow and become
          profitable may be impaired.
 
 **WE
          MAY NOT PROTECT OUR TECHNOLOGY EFFECTIVELY, WHICH WOULD ALLOW COMPETITORS
          TO
          DUPLICATE OUR PRODUCTS. THIS COULD MAKE IT MORE DIFFICULT FOR US TO COMPETE
          WITH
          THEM.**
 
 We
          have
          no patents or trademarks. Our success and ability to compete in the online
          travel industry depend, in part, upon our technology. We rely primarily
          on
          provisions in our contracts to protect our technology. We attempt to negotiate
          beneficial intellectual property ownership provisions in our contracts.
          However,
          laws and our actual contractual terms may not be sufficient to protect
          our
          technology from use or theft by third parties. For instance, a third-party
          might
          try to reverse engineer or otherwise obtain and use our technology without
          our
          permission and without our knowledge, allowing competitors to duplicate
          our
          products. We may have legal or contractual rights that we could assert
          against
          such illegal use, but lawsuits claiming infringement or misappropriation
          are
          complex and expensive, and the outcome would not be certain. In addition,
          the
          laws of some countries in which we may wish to sell our products may not
          protect
          software and intellectual property rights to the same extent as the laws
          of the
          United States. Moreover, the intellectual property right laws afford us
          no
          protection since we have no patents or trademarks.
 
 **OUR
          PRODUCT FEATURES MAY INFRINGE ON CLAIMS OF THIRD-PARTY PATENTS OR OTHER
          INTELLECTUAL PROPERTY RIGHTS, WHICH COULD ADVERSELY AFFECT OUR
          BUSINESS.**
 
 We
          cannot
          assure you that others will not obtain and assert patents or other intellectual
          property rights against us affecting essential elements of our business.
          If
          intellectual property rights are asserted against us, we cannot assure
          you that
          we will be able to obtain license rights on reasonable terms or at all.
          If we
          are unable to obtain licenses, we may be prevented from operating our business
          and our financial results may therefore be harmed. No third party claim
          has been
          asserted against us alleging any infringement of intellectual property
          rights.
 
 **IF
          WE DO NOT CONTINUE TO ATTRACT AND RETAIN QUALIFIED PERSONNEL, WE MAY NOT
          BE ABLE
          TO EXPAND OUR BUSINESS.**
 
 We
          depend
          substantially on the continued services and performance of our management.
          These
          individuals may not be able to fulfill their responsibilities adequately
          or may
          not remain with us. Our success also depends on our ability to hire, train,
          retain and manage highly skilled employees. We cannot assure you that we
          will be
          able to attract and retain a significant number of qualified employees
          or that
          we will successfully train and manage the employees we hire.
 
 **WE
          MAY ACQUIRE OTHER BUSINESSES, PRODUCTS OR TECHNOLOGIES; IF WE DO, WE MAY
          BE
          UNABLE TO INTEGRATE THEM WITH OUR BUSINESS, OR WE MAY IMPAIR OUR FINANCIAL
          PERFORMANCE.**
 
 If
          appropriate opportunities present themselves, we may acquire businesses,
          products or technologies that we believe are strategic. We do not currently
          have
          any understandings, commitments or agreements with respect to any acquisition.
          We may not be able to identify, negotiate or finance any future acquisition
          successfully. Even if we do succeed in acquiring a business, product or
          technology, we have no experience in integrating an acquisition into our
          business; the process of integration may produce unforeseen operating
          difficulties and expenditures and may absorb significant attention of our
          management that would otherwise be available for the ongoing development
          of our
          business. If we make future acquisitions, we may issue shares of stock
          that
          dilute other stockholders, expend cash, incur debt, assume contingent
          liabilities or create additional expenses related to amortizing other intangible
          assets with estimable useful lives, any of which might harm our business,
          financial condition or results of operations.
 
 *Table
              of Contents*
 38
  **WE
          FACE RISKS SPECIFIC TO INTERNET-BASED COMMERCE IN FOREIGN
          MARKETS.**
 
 Our
          international risks include:
 ·
              delays
                  in the development of the Internet as a broadcast, advertising
                  and
                  commerce medium in international markets; ·
              unexpected
                  changes in regulatory requirements; ·
              tariffs
                  and trade barriers and limitations on fund
                  transfers; ·
              difficulties
                  in staffing and managing foreign
                  operations; ·
              potential
                  adverse tax consequences; ·
              exchange
                  rate fluctuations; ·
              increased
                  risk of piracy and limits on our ability to enforce our;
                  and ·
              intellectual
                  property rights 
 Any
          of
          these factors could harm our business.
 
 **EVOLVING
          GOVERNMENT REGULATION COULD IMPOSE TAXES OR OTHER BURDENS ON OUR BUSINESS,
          WHICH
          COULD INCREASE OUR COSTS OR DECREASE DEMAND FOR OUR
          PRODUCTS.**
 
 We
          must
          comply with laws and regulations applicable to online commerce. Increased
          regulation of the Internet or different applications of existing laws might
          slow
          the growth in the use of the Internet and commercial online services, which
          could decrease demand for our products, increase the cost of doing business
          or
          otherwise reduce our sales and revenues. The statutes and case law governing
          online commerce are still evolving, and new laws, regulations or judicial
          decisions may impose on us additional risks and costs of operations.  In
          addition, new regulations, domestic or international, regarding the privacy
          of
          our users’ personally identifiable information may impose on us additional costs
          and operational constraints.
 
 Federal
          legislation imposing limitations on the ability of states to impose taxes
          on
          Internet-based sales was enacted in 1998. The Internet Tax Freedom Act,
          which
          was extended by the Internet Nondiscrimination Act, exempted certain types
          of
          sales transactions conducted over the Internet from multiple or discriminatory
          state and local taxation through November, 2007. The majority of products
          and
          services we sell are already taxed: hotel rooms and car rentals at the
          local
          level, and air transportation at the federal level with state taxation
          preempted. Nevertheless, failure to renew this legislation could allow
          state and
          local governments to impose additional taxes on some aspects of our
          Internet-based sales, and these taxes could decrease the demand for our
          products
          or increase our cost of operations.
 
 *Table
              of Contents*
 39
  **WE
          MUST COMPLY WITH TRAVEL INDUSTRY REGULATION.**
 
 We
          must
          comply with laws and regulations relating to our sales activities, including
          those prohibiting unfair and deceptive practices and those requiring us
          to
          register as a seller of travel products, comply with disclosure requirements
          and
          participate in state restitution funds. In addition, many of our travel
          suppliers are heavily regulated and we are indirectly affected by such
          regulation.
 
 As
          a
          travel company selling air transportation products, we are subject to regulation
          by government agencies having jurisdiction over economic issues affecting
          the
          sale of air travel, including consumer protection issues and competitive
          practices. Such agencies have the authority to enforce economic regulations,
          and
          may assess civil penalties or challenge our operating authority.
 
 **SINCE
          OUR EXECUTIVE OFFICERS AND DIRECTORS ARE NOT RESIDENTS OF THE UNITED STATES,
          IT
          MAY BE DIFFICULT TO ENFORCE ANY LIABILITIES AGAINST THEM.**
 
 Shareholders
          may have difficulty enforcing any claims against the Company because our
          executive Officers and Directors reside outside the United States. If a
          shareholder desired to sue, shareholders would have to serve a summons
          and
          complaint. Even if personal service is accomplished and a judgment is entered
          against that person, the shareholder would then have to locate assets of
          that
          person, and register the judgment in the foreign jurisdiction where the
          assets
          are located.
 
 **BECAUSE
          OUR CHIEF EXECUTIVE OFFICER, WHO ALSO SERVES AS A DIRECTOR, HAS OTHER BUSINESS
          INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT
          OF TIME
          TO OUR BUSINESS OPERATIONS, WHICH MAY CAUSE OUR BUSINESS TO FAIL.**
 
 It
          is
          possible that the demands on Mr. Daniel L. Baxter, our Chief Executive
          Officer
          and Director, from other obligations could increase with the result that
          he
          would no longer be able to devote sufficient time to the management of
          our
          business. In addition, Mr. Baxter may not possess sufficient time to manage
          our
          business if the demands of managing our business increased substantially.
          Specifically, Mr. Baxter owns and operates Mardan Consulting, Inc., a consulting
          firm. Mr. Baxter also serves as a Director of Global Developments, Inc.,
          a
          Delaware corporation. Presently, Mr. Baxter devotes approximately 8-12
          hours a
          week to the Company, and is in daily contact with Dirk Holzhauer, who is
          in
          charge of our daily operations.
 
 **WE
          RELY ON OUR OFFICERS AND DIRECTORS FOR DECISIONS AND HE MAY MAKE DECISIONS
          THAT
          ARE NOT IN THE BEST INTEREST OF ALL STOCKHOLDERS.**
 
 We
          rely
          on our executive officers and directors to direct the affairs of the company
          and
          rely upon them to competently operate the business. We do not have key
          man
          insurance on our executive officers and directors and have no written employment
          agreements with them. Should something happen to our officers and directors,
          this reliance on two individuals could have a material detrimental impact
          on our
          business and could cause the business to lose its place in the market,
          adversely
          affect our growth potential, or even fail. Such events could cause the
          value of
          our stock to decline or become worthless.
 
 **THE
          MARKET PRICES OF THE SECURITIES OF INTERNET-RELATED AND ONLINE COMMERCE
          COMPANIES HAVE BEEN ESPECIALLY VOLATILE.**
 
 Broad
          market and industry factors may adversely affect the market price of our
          common
          stock, regardless of our actual operating performance. In the past, following
          periods of volatility in the market price of their stock, many companies
          have
          been the subject of securities class action litigation. If we were sued
          in a
          securities class action, it could result in substantial costs and a diversion
          of
          management’s attention and resources and would adversely affect our stock
          price.
 
 **WE
          DO NOT EXPECT TO PAY ANY DIVIDENDS FOR THE FORESEEABLE
          FUTURE.**
 
 We
          do not
          anticipate that we will pay any dividends to our stockholders in the foreseeable
          future. Accordingly, investors must rely on sales of their common stock
          after
          price appreciation, which may never occur, as the only way to realize on
          their
          investment. Investors seeking cash dividends should not purchase our common
          stock.
 
 ***Available
          Information***
 
 We
          file
          electronically with the Securities and Exchange Commission our annual reports
          on
          Form 10-KSB, quarterly reports on Form 10-QSB, and current reports on Form
          8-K,
          pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. 
You may obtain a free copy of our reports and amendments to those reports
          on the
          day of filing with the SEC by going to http://www.sec.gov.
   *Table
              of Contents*
 40
  **ITEM
          3. CONTROLS AND PROCEDURES**
 
 ***Evaluation
          of Disclosure Controls and Procedures***
 
 As
          required by Rule 13a-15 under the Exchange Act, we have carried out an
          evaluation of the effectiveness of the design and operation of our disclosure
          controls and procedures as of the end of the period covered by this quarterly
          report. This evaluation was carried out under the supervision and with
          the
          participation of our management, including our principal executive officer
          and
          principal financial officer. Based upon that evaluation, our principal
          executive
          officer and principal financial officer concluded that our disclosure controls
          and procedures are effective as at the end of the period covered by this
          quarterly report to ensure that information required to be disclosed by
          us in
          the reports that we file or submit under the Exchange Act is recorded,
          processed, summarized and reported within the time periods specified by
          the
          rules and forms of the SEC.
 
 Disclosure
          controls and procedures are controls and other procedures that are designed
          to
          ensure that information required to be disclosed in our reports filed or
          submitted under the Exchange Act is recorded, processed, summarized and
          reported, within time periods specified in the Securities and Exchange
          Commission's rules and forms. Disclosure controls and procedures include,
          without limitation, controls and procedures designed to ensure that information
          required to be disclosed in our reports filed under the Exchange Act is
          accumulated and communicated to management, including our principal executive
          officer and principal financial officer, as appropriate, to allow timely
          decisions regarding required disclosure.
 
 ***Changes
          In Internal Controls Over Financial Reporting***
 
 During
          the quarter, the Company used an outside consulting firm to assist in the
          preparation of financial statements in accordance with US Generally Accepted
          Accounting Principles. This outside consulting firm also reviews account
          reconciliations and all equity transactions. Other than the described changes,
          no other Changes in internal controls over financial reporting occurred
          during
          the current period that have materially affected, or are reasonably likely
          to
          materially affect, our internal controls over financial reporting.
 *Table
                of Contents*
 41
 **PART
          II.**
 
 **ITEM
          1.LEGAL PROCEEDINGS**
  None.
  
 **ITEM
          2.** **UNREGISTERED
          SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.**
 
 None.
 
 **ITEM
          3.DEFAULTS UPON SENIOR SECURITIES**
 
 None.
 
 **ITEM
          4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
          HOLDERS**
 
 None.
 
 **ITEM
          5. OTHER INFORMATION**
 
 On
          February 2, 2007, our Form SB-1, originally filed on July 11, 2006, was
          declared
          Effective by the SEC. We have subsequently submitted a Form 211 to the
          NASD, and
          will continue to use our best efforts to secure a listing on the OTC BB
          as soon
          as possible.
 
 **ITEM
          6.EXHIBITS AND REPORTS ON FORM 8-K**
 
 (a)
          Exhibits.
 
 EXHIBIT
                    NUMBER
                DESCRIPTION
                LOCATION3.1
                    - 3.2
                Articles
                    of Incorporation and Bylaws
                Previously
                    Filed.31.1
                Rule
                    13a-14(a)/15d-14(a) Certification (CEO)
                Filed
                    herewith31.2
                Rule
                    13a-14(a)/15d-14(a) Certification (CFO)
                Filed
                    herewith32.1
                Section
                    1350 Certification (CEO)
                Filed
                    herewith32.2
                Section
                    1350 Certification (CFO)
                Filed
                    herewith
 
 (b)  Reports
          on Form 8-K .
 
 None.  *Table
                of Contents*
 42
 **SIGNATURES**
  Pursuant
          to the requirements of the Securities Exchange Act of 1934, the Registrant
          has
          duly caused this report to be signed on its behalf by the undersigned thereunto
          duly authorized.
  
 DATE:
                    June 15, 2007
                KINDER
                    TRAVEL, INC.
                  (Registrant)
                  
                  By:
                    /s/ Daniel L. BaxterDaniel
                    L. Baxter
                  Director,
                    CEO and CFO