**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: June 30,
                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
      64th
      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
      August 9, 2007.




Transitional
      Small Business Disclosure Format (check one): Yes oNo x  *Table
            of Contents*
 1


**Quarterly
      Report on FORM 10-QSB For The Period Ended**




**June
      30, 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
            
            38**PART
                II. OTHER INFORMATION**Item
                1.
            
            Legal
                Proceedings
            
            39Item
                2.
            
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            39Item
                3.
            
            Defaults
                Upon Senior Securities
            
            39Item
                4.
            
            Submission
                of Matters to a Vote of Security Holders
            
            39Item
                5.
            
            Other
                Information
            
            39Item
                6.
            
            Exhibits
            
            39


*Table
          of Contents*
 2


**PART
      I.**


**Item
      1.FINANCIAL STATEMENTS**





**KINDER
      TRAVEL, INC.**




BALANCE
      SHEET




June
      30,
      2007


(In
      Canadian Dollars)


**UNAUDITED**ASSETSCurrent
                AssetsCash
            
            $   31,286Accounts
                receivable
            17,259Total
                current assets
            48,545Vehicles
                and Equipment, net of accumulated depreciation of $ 25,306
            29,585Website,
                net of accumulated depreciation of $ 1,777
            5,331Travel
                Agency Bond
            15,000$   98,460LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)Current
                LiabilitiesAccounts
                payable and accrued expenses
            56,888Customer
                prepayments
            5,493Shareholders’
                loans
            5,866Current
                portion of long-term debt
            1,010Total
                current liabilities
            69,255Long-term
                Debt, net of current portion
            20,953Stockholders'
                Equity (Deficit)Preferred
                stock, USD $.001 par value; 10,000,000shares
                authorized; no shares issued or outstanding
            -Common
                stock, USD $.001 par value; 65,000,000 shares
                authorized;Issued:    2,400,000
                shares
            2,691Additional
                paid-in capital
            128,539Retained
                earnings (deficit)
            (122,978)Total
                stockholders' equity (deficit)
            8,252$  98,460


*Table
            of Contents*
 3


**KINDER
      TRAVEL, INC.**




STATEMENTS
      OF OPERATIONS




For
      the
      Three and Six Months Ended June 30, 2007 and 2006


(In
      Canadian Dollars)





**UNAUDITED**


Three
                Months Ended Jun 30
            
            Six
                Months Ended Jun 302007
            
            2006
            
            2007
            
            2006Revenue
            
            64,382
            
            $     96,113
            
            $  122,983
            
            $      157,698ExpensesRent
            
            4,648
            
            1,593
            
            5,105
            
            3,186General
                and administrative
            68,557
            
            100,654
            
            125,429
            
            185,058Interest
            153
            
            458
            
            248
            
            91773,358
            
            102,705
            
            130,782
            
            189,161**Net
                income (loss)**
            **$   (8,976)**
            
            **$  (6,592)**
            
            **$   (7,799)**
            
            **$      (31,463)**Net
                income (loss) per common share (basic andfully
                diluted)
            $     (0.00)
            
            $       (0.01)
            
            $    (0.00)
            
            $     (0.04)Weighted
                average number of commonshares
                outstanding
            2,400,000
            
            1,066,667
            
            2,400,000
            
            733,333


*Table
            of Contents*
 4


**KINDER
      TRAVEL, INC.**




STATEMENTS
      OF STOCKHOLDERS' EQUITY (DEFICIT)




For
      the
      Period Ended June 30, 2007


(In
      Canadian Dollars)





**UNAUDITED**


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)
            
            
            
            
            
            
            
            (7,799)
            
            (4,665)Balances,
                June 30, 2007
            
            2,400,000
            
            $   2,691
            
            $     128,539
            
            $    (122,978)
            
            $            8,252


*Table
            of Contents*
 5


**KINDER
      TRAVEL, INC.**




STATEMENTS
      OF CASH FLOWS




For
      the
      Six Months Ended June 30, 2007 and 2006


(In
      Canadian Dollars)





**UNAUDITED**2007
            
            2006Cash
                Flows from Operating ActivitiesNet
                income (loss)
            $         (7,799)
            
            $     (31,463)Adjustments
                to reconcile net income (loss) to netcash
                flows from operating activitiesDepreciation
            6,281
            
            6,883Issuance
                of warrants for compensation
            -
            
            20,000Changes
                in operating assets and liabilitiesAccounts
                receivable
            (5,917)
            
            (5,849)Prepaid
                expenses
            -
            
            -Travel
                agency bond
            -
            
            (15,000)Accounts
                payable and accrued expenses
            8,599
            
            10,855Customer
                prepayments
            -
            
            -1,164
            
            (8,134)Cash
                Flows from Investing ActivityPurchases
                of Equipment
            -
            
            (2,232)Net
                cash flows from investing activities
            -
            
            (2,232)Cash
                Flows from Financing ActivitiesProceeds
                from existing warrants
            -
            
            111,230Proceeds
                from shareholders’ loans
            13,096
            
            8,796Payments
                on shareholders’ loans
            (9,282)
            
            (16,589)Proceeds
                from demand loans
            -
            
            25,000Payments
                on demand loans
            -
            
            (75,000)Proceeds
                from long-term debt
            -
            
            -Payments
                on long-term debt
            (515)
            
            (440)3,298
            
            89,770Change
                in cash
            4,462
            
            31,753Cash,
                beginning of the period
            26,824
            
            -**Cash,
                end of the period**
            **$         31,286**
            
            **$       31,753**Cash
                paid for interest expense
            $              153
            
            $           224Cash
                paid for income taxes
            $                 -
            
            $              -


*Table
            of Contents*
 6
  **KINDER
        TRAVEL INC.**
 **NOTES
        TO FINANCIAL STATEMENTS**
 (In
        Canadian Dollars)
 June
        30,
        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 and the unaudited interim financial statements for
        the three months ended March 31, 2007
 
 **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 $ (76) for the first six 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.
 *Table
            of Contents*
 8
 **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.
 
 **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.





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.


*Table
          of Contents*
 11


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 64th Avenue
      Langley,
      B.C. Canada V2Y 1N5





***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:


*Table
          of Contents*
 12


**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.





**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*
 13


***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.





**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.


*Table
          of Contents*
 14


**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.





***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.


*Table
          of Contents*
 15


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.





**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.





**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.


*Table
          of Contents*
 16


**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.





**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.


*Table
          of Contents*
 17


***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.





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.


*Table
          of Contents*
 18


**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.





**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 June 30, 2007, the Company derived $25,024 and $104 in
        revenue
        through its agreement with Campus Crusade for Christ Canada and Alpha Canada
        respectively.


*Table
          of Contents*
 19


**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!





**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.


*Table
          of Contents*
 20


We
      originally planned to launch this aspect of our business plan in March
      2007.  We have decided to focus on growing the personal travel
      services that we offer, and, in the future, launch a corporate travel
      website.  We have not decided on a specific time frame for
      implementation of corporate travel services.





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*
 21


**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.


*Table
          of Contents*
 22


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.





***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.





***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.


*Table
          of Contents*
 23


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
      June 30, 2007, we employed we employed two (2) persons on a full time basis
      and
      one (1) individual 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 June 30,
      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.”


*Table
          of Contents*
 24


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.





**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 JUNE 30, 2007 COMPARED TO THE THREE
      MONTHS ENDED JUNE 30, 2006 (UNAUDITED).**




***REVENUE***





Our
      net
      revenue amounted to $64,382 for the three months ended June 30, 2007 compared
      to
      $96,113 for the three months ended June 30, 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 June 30, 2007 were $73,358
      compared to $102,705 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 loss of $8,976 for the three months
      ended June 30, 2007 compared to a net loss of $6,592 for the same period in
      the
      prior year.  Our net loss for the period ended June 30, 2007 is attributed
      to decreased accounting and legal expenses as compared to the same period during
      the prior year.





***LIQUIDITY
      AND CAPITAL RESOURCES***





At
      June
      30, 2007 our cash balance was $31,286. 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 June 30 were positive
      $1,164 compared with a loss of $8,134 in 2006 through June 30. The major
      elements in the 2007 decrease for the six months ended June 30 as compared
      to
      2006 were (1) no payment of a travel agency bond in 2007 as opposed to payment
      for such a bond in 2006 totaling $15,000 and (2) 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.


*Table
          of Contents*
 25


***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.





***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
            5
                -
                17 months
            $100,000Launch
                Marketing Phase
            Kinder
                Travel marketing and informational videos designed to develop sales
                force
            1
                -6 months
            $60,000Creation
                of Travel Marketing staff
            Marketing
                head and staff to drive bookings up
            5
                -
                7 months
            $40,000Kinder
                Vacations Network Sales of 1000 per month
            Aggressively
                market and advertise to generate interest in our home based travel
                agent
                network
            6
                -
                18 months
            $60,000Travel
                as One Video
            Create
                and film our religious travel video
            4
–
                7 months
            $20,000





Our
      total
      expenditures over the next twelve months are anticipated to be approximately
      $200,000.





All
      steps
      will be undertaken contemporaneously.


*Table
          of Contents*
 26


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:




***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 balance was $5,917 at June 30, 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.**


*Table
          of Contents*
 27


**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.





**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.


*Table
          of Contents*
 28


**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.





**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.


*Table
          of Contents*
 29


**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.





**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.








**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.


*Table
          of Contents*
 30


**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.**





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.


*Table
          of Contents*
 31


**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.





**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.


*Table
          of Contents*
 32


**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.





**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.


*Table
          of Contents*
 33


**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.





**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.


*Table
          of Contents*
 34


**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*
 35


**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.





**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.


*Table
          of Contents*
 36


**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*
 37





**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*
 38





**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
      July
      ___, 2007, we cleared our Form 211 filing with the NASD and were issued a
      symbol, KNDT.  Our securities are now quoted on the Over the Counter
      Bulletin Board.





**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.





(1)           June
      28, 2007.


*Table
            of Contents*
 39





**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:
              August 14, 2007
            KINDER
              TRAVEL, INC.
              (Registrant)
              
              
              By:
                /s/ Daniel L. BaxterDaniel
                L. Baxter
              Director,
                CEO and CFO


*Table
            of Contents*
 40