**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: September 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
 
 *Table
            of Contents*
 1
 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 x No o
  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: 2,321,000 shares of common stock, $.001 par value per share, as of
        November 7, 2007.
  Transitional
        Small Business Disclosure Format (check one): Yes oNo x
 *Table
              of Contents*
 2
 **Quarterly
        Report on FORM 10-QSB For The Period Ended**
  **September
        30, 2007**
  
 **Table
        of Contents**
 
 **Kinder
        Travel, Inc.**
 
 **PART
                  I. FINANCIAL INFORMATION**
              
              PageItem
                  1.
              
              Financial
                  Statements
              
              4Item
                  2.
              
              Management’s
                  Discussion and Analysis or Plan of Operation
              
              12Item
                  3.
              
              Controls
                  and Procedures
              
              39**PART
                  II. OTHER INFORMATION**Item
                  1.
              
              Legal
                  Proceedings
              
              40Item
                  2.
              
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              
              40Item
                  3.
              
              Defaults
                  Upon Senior Securities
              
              40Item
                  4.
              
              Submission
                  of Matters to a Vote of Security Holders
              
              40Item
                  5.
              
              Other
                  Information
              
              40Item
                  6.
              
              Exhibits
              
              40
  *Table
            of Contents*
 3
 **PART
        I.**
 **Item
        1.  FINANCIAL STATEMENTS**
 
 **KINDER
            TRAVEL, INC.**
  BALANCE
            SHEET
  For
            the
            Period Ended September 30, 2007
 (In
            Canadian Dollars)
 **UNAUDITED**ASSETS
                  2007Current
                      AssetsCash
                  
                  $  28,994Accounts
                      receivable
                  15,690Prepaid
                      expenses
                  0Total
                      current assets
                  44,684Vehicles
                      and Equipment, net of accumulated depreciation of $ 27,854
                  27,037Website,
                      net of accumulated depreciation of $ 2,369
                  4,738Travel
                      Agency Bond
                  15,000$  91,459LIABILITIES
                      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
                      LiabilitiesAccounts
                      payable and accrued liabilities
                  35,771Customer
                      prepayments
                  0Shareholders’
                      loans
                  12,183Demand
                      loan payable
                  0Current
                      portion of long-term debt
                  1,030Total
                      current liabilities
                  48,984Long-term
                      Debt, net of current portion
                  20,688Stockholders'
                      Equity (Deficit)Preferred
                      stock, USD $.001 par value; 10,000,000 shares authorized; no shares
                      issued or outstandingCommon
                      stock, USD $.001 par value; 65,000,000 shares
                      authorized;   Issued: 2,400,000 shares
                  2,691Additional
                      paid-in capital
                  128,539Retained
                      earnings (deficit)
                  (109,443)Total
                      stockholders' equity (deficit)
                  21,787$  91,459
  *Table
            of Contents*
 4
  **KINDER
        TRAVEL, INC.**
  STATEMENTS
        OF OPERATIONS
  For
        the
        Three and Nine Months Ended September 30, 2007 and 2006
 (In
        Canadian Dollars)
 
 **UNAUDITED**
 Three
                  Months Ended Sep 30
              
              Nine
                  Months Ended Sep 302007
              
              2006
              
              2007
              
              2006Revenue
              
              $    46,917
              
              $    28,326
              
              $   161,319
              
              $   186,024ExpensesRent
              
              2,060
              
              2,726
              
              7,782
              
              5,912General
                  and administrative
              20,630
              
              92,951
              
              146,427
              
              278,009Interest
              496
              
              684
              
              1,374
              
              1,60123,186
              
              96,361
              
              155,583
              
              285,522**$   23,732**
              
              **$   (68,035)**
              
              **$     5,736**
              
              **$  (99,498)**Net
                income (loss) per common share (basic and fully
                diluted)
              $      0.01
              
              $      (0.03)
              
              $      0.00
              
              $     (0.08)Weighted
                average number of common shares
                outstanding
              2,400,000
              
              2,400,000
              
              2,400,000
              
              1,288,889
 *Table
              of Contents*
 5
 **KINDER
        TRAVEL, INC.**
  STATEMENTS
        OF STOCKHOLDERS' EQUITY (DEFICIT)
  For
        the
        Period Ended September 30, 2007
 (In
        Canadian Dollars)
 
 AdditionalCommon
                  Stock
              
              Paid-In
              
              RetainedShares
              
              Amount
              
              Capital
              
              Earnings
              
              TotalBalances,
                  December 31, 2005
              
              -
              
              $         -
              
              $          -
              
              $      3,703
              
              $      3,703Issuance
                  of warrants at fair value for compensation
              
              
              
              
              
              20,000
              
              
              
              20,000Common
                  stock issued
              
              400,000
              
              466
              
              (466)
              
              -
              
              -Common
                  stock issued by execution of warrants
              
              2,000,000
              
              2,225
              
              109,005
              
              
              
              111,230Net
                  profit (loss)
              
              
              
              
              
              
              
              (118,833)
              
              (6,592)Balances,
                  December 31, 2006
              
              2,400,000
              
              $   2,691
              
              $    128,539
              
              $   (115,180)
              
              $   16,050Net
                  profit (loss)
              
              -
              
              -
              
              -
              
              5,736
              
              7,796Balances,
                  September 30, 2006
              
              **2,400,000**
              
              **2,691**
              
              **$  128,539**
              
              **$    (109,443)**
              
              **$    21,787**
 *Table
              of Contents*
 6
 **KINDER
        TRAVEL, INC.**
  STATEMENTS
        OF CASH FLOWS
  For
        the
        Nine Months Ended September 30, 2007 and 2006
 (In
        Canadian Dollars)
 
 **UNAUDITED**2007
              
              2006Cash
                  Flows from Operating ActivitiesNet
                  income (loss)
              $            5,736
              
              $     (99,498)Adjustments
                  to reconcile net income (loss) to netcash
                  flows from operating activitiesDepreciation
              9,421
              
              10,539Issuance
                  of warrants for compensation
              -
              
              20,000Changes
                  in operating assets and liabilitiesAccounts
                  receivable
              (4,348)
              
              (12,893)Prepaid
                  expenses
              -
              
              -Travel
                  agency bond
              -
              
              -Accounts
                  payable and accrued liabilities
              (12,497)
              
              22,489Customer
                  prepayments
              (5,493)
              
              5,493Net
                  cash flows from operating activities
              (7,181)
              
              (53,870)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
              23,346
              
              23,796Payments
                  on shareholders’ loans
              (13,216)
              
              (18,504)Proceeds
                  from demand loans
              -
              
              25,000Payments
                  on demand loans
              -
              
              (75,000)Proceeds
                  from long-term debt
              -
              
              -Payments
                  on long-term debt
              (780)
              
              (666)9,350
              
              65,856Change
                  in cash
              2,170
              
              9,754Cash,
                  beginning of the period
              26,824
              
              26,903**Cash,
                  end of the period**
              **28,994**
              
              **$     36,657**Cash
                  paid for interest expense
              $          1,374
              
              $       1,601Cash
                  paid for income taxes
              $                 -
              
              $              -
 *Table
              of Contents*
 7
 **KINDER
          TRAVEL INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 (In
          Canadian Dollars)
 September
          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 and six months ended June 30,
          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*
 8
 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 $ 402 for the first nine 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*
 9
 **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*
 10
 **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*
 11
 **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*
 12
 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*
 13
 **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
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 14
 ***Additional
        Products and Services***
 
 Our
        Christian focused, family oriented travel and tour products are complemented
        by
        the following array of products and services:
 
 **www.myenvoytravel.com**
 
 Our
        web-based program allows consumers to book travel from the convenience of
        their
        own home, or from wherever may be convenient for them.  The same
        travel options offered in our store are available through our
        website.
 
 Access
        to
        our web-based program may be subject to an annual fee of $49 when you book
        your
        first online vacation.  We have not performed any market research to
        ascertain whether consumers would be willing to pay such a
        fee.  Although we have now launched our website, we have yet to
        determine if such a fee will be charged.
 
 We
        anticipate that our web-based program will open the door for families,
        ministries and others to more easily book vacations, thus promoting Christian
        based family travel.
 
 **Kinder
        Vacations Network (“KVN”)**
 
 Utilizing
        our web-based program, we aim to create the Kinder Vacations Network (“KVN”),
        which will focus on developing home-based travel agencies offering our travel
        products and services.  These home-based agencies will have access to
        our booking system, and will receive 80% of our commission for products and
        services that they sell.
 
 Our
        program is designed to sell certain geographic areas to interested
        parities.  This will, in turn, afford interested consumers with the
        opportunity of contacting one of our home based travel agents in their
        community.
 
 A
        monthly
        fee of $100 is charged to our home-based travel agents, with a discount of
        $15
        per month for a two-year contractual commitment.  We intend to recruit
        sales agents for KVN through traditional forms of marketing and
        advertising.
 
 We
        anticipate launching KVN during the next 6 to 18 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.
 
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 15
 **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.
 
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 16
 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
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 **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.
 
 ***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.
 
 *Table
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 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.
 
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 19
 **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 September 30, 2007, the Company derived $ 10,600 and $
        655 in
        revenue through its agreement with Campus Crusade for Christ Canada and Alpha
        Canada respectively.
 
 *Table
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 **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.
 
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 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
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 **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*
 23
 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.
 
 *Table
            of Contents*
 24
 ***Internet
        Regulation***
 
 We
        must
        also comply with laws and regulations applicable to businesses engaged in
        online
        commerce. An increasing number of laws and regulations apply directly to
        the
        Internet and commercial online services. Moreover, there is currently great
        uncertainty whether or how existing laws governing issues such as property
        ownership, sales and other taxes, libel and personal privacy apply to the
        Internet and commercial online services. It is possible that laws and
        regulations may be adopted to address these and other issues. Further, the
        growth and development of the market for online commerce may prompt calls
        for
        more stringent consumer protection laws. New laws or different applications
        of
        existing laws would likely impose additional burdens on companies conducting
        business online and may decrease the growth of the Internet or commercial
        online
        services. In turn, this could decrease the demand for our products or increase
        our cost of doing business.
 
 For
        example, in the United States, Federal legislation imposing limitations on
        the
        ability of states to impose taxes on Internet-based sales was enacted in
        1998.
        The Internet Tax Freedom Act, which was extended by the Internet
        Nondiscrimination Act, exempted certain types of sales transactions conducted
        over the Internet from multiple or discriminatory state and local taxation
        through November 1, 2003. The majority of products and services we sell are
        already taxed: hotel rooms and car rentals at the local level, and air
        transportation at the federal level with state taxation preempted. Nevertheless,
        failure to renew this legislation could allow state and local governments
        to
        impose additional taxes on some aspects of our Internet-based sales, and
        these
        taxes could decrease the demand for our products or increase our cost of
        operations.
 
 ***International***
 
 We
        may
        become subject to the laws and regulations of other countries, including
        with
        respect to transportation, privacy and consumer and online regulation. These
        may
        impose additional costs or other obligations on us.
 
 ***Future
        Regulation***
 
 Federal,
        state, provincial or other governmental agencies may adopt new laws, regulations
        and policies regarding a variety of matters that could affect our business
        or
        operations. We cannot predict what other matters such agencies might consider
        in
        the future, or what the impact of such regulations might be on our
        business.
 
 ***Employees***
 
 As
        of
        September 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 September
        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*
 25
 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 SEPTEMBER 30, 2007 COMPARED TO THE
        THREE MONTHS ENDED SEPTEMBER 30, 2006 (UNAUDITED).**
  ***REVENUE***
 
 Our
        net
        revenue amounted to $46,917 for the three months ended September 30, 2007
        compared to $28,326 for the three months ended September 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 September 30, 2007 were $23,186
        compared to $96,361 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 profit of $23,732 for the three
        months ended September 30, 2007 compared to a net loss of $68,035 for the
        same
        period in the prior year.  Our net loss for the period ended September 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
        September 30, 2007 our cash balance was $28,994. 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 September 30 were negative
        $7,181 compared with a loss of $53,870 in 2006 through September 30. The
        major elements in the 2007 decrease for the nine months ended September 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*
 26
 ***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
              3
                  -
                  12 months
              $100,000Launch
                  Marketing Phase
              Kinder
                  Travel marketing and informational videos designed to develop sales
                  force
              2
                  -4 months
              $60,000Creation
                  of Travel Marketing staff
              Marketing
                  head and staff to drive bookings up
              3
                  -
                  5 months
              $40,000Kinder
                  Vacations Network Sales of 1000 per month
              Aggressively
                  market and advertise to generate interest in our home based travel
                  agent
                  network
              4
                  -
                  15 months
              $60,000Travel
                  as One Video
              Create
                  and film our religious travel video
              2
–
                  5 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*
 27
 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 September 30, 2007.
 
 ***Risk
        Factors***
 
 **INVESTING
        IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. IN ADDITION TO THE OTHER
        INFORMATION CONTAINED IN THIS REPORT, PROSPECTIVE PURCHASERS SHOULD CONSIDER
        CAREFULLY THE FOLLOWING FACTORS IN EVALUATING THE COMPANY AND ITS
        BUSINESS.**
 
 *Table
            of Contents*
 28
 **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.
 
 *Table
            of Contents*
 29
 **OUR
        SUCCESS DEPENDS ON MAINTAINING THE INTEGRITY OF OUR SYSTEMS AND INFRASTRUCTURE,
        WHICH IF NOT MAINTAINED COULD REDUCE OUR REVENUES.**
 
 In
        order
        to be successful, we must provide reliable, real-time access to our systems
        for
        our sales agents, customers and suppliers. As our operations grow in both
        size
        and scope, we will need to improve and upgrade our systems and infrastructure
        to
        offer an increasing number of people and travel suppliers enhanced products,
        services, features and functionality.  The expansion of our systems and
        infrastructure will require us to commit substantial financial, operational
        and
        technical resources before the volume of business increases, with no assurance
        that the volume of business will increase. Consumers and suppliers will not
        tolerate a service hampered by slow delivery times, unreliable service levels
        or
        insufficient capacity, any of which could reduce our revenues.
 
 **OUR
        COMPUTER SYSTEMS MAY SUFFER FAILURES, CAPACITY CONSTRAINTS AND BUSINESS
        INTERRUPTIONS THAT COULD INCREASE OUR OPERATING COSTS AND CAUSE US TO LOSE
        CUSTOMERS AND REDUCE OUR REVENUES.**
 
 To
        date,
        we have not sustained any problems with our computer systems that have in
        any
        way harmed our business.  Our operations, though, face the risk of
        systems failures. Our systems and operations are vulnerable to damage or
        interruption from fire, flood, power loss, telecommunications failure, computer
        hacking break-ins, earthquake, terrorism and similar events.  The
        occurrence of a natural disaster or unanticipated problems at our facilities
        or
        locations of key vendors could cause interruptions or delays in our business,
        loss of data or render us unable to process reservations.  In addition, the
        failure of our computer and communications systems to provide the data
        communications capacity required by us, as a result of human error, natural
        disaster or other occurrence of any or all of these events could adversely
        affect our reputation, brand and business.  In these circumstances, our
        redundant systems or disaster recovery plans may not be adequate. Similarly,
        although many of our contracts with our service providers require them to
        have
        disaster recovery plans, we cannot be certain that these will be adequate
        or
        implemented properly.
 
 **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*
 30
 **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*
 31
 **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*
 32
 **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.
 
 *Table
            of Contents*
 33
 **OUR
        GROWTH IS ALSO DEPENDENT ON OUR ABILITY TO BROADEN THE APPEAL OF OUR WEBSITE
        TO
        BUSINESS AND OTHER TRAVELERS.**
 
 Currently,
        our website has focused on serving the leisure traveler. Our ability to offer
        products and services that will attract a significant number of business
        travelers to use our services is not certain. If it does not occur, our growth
        may be limited.
 
 **OUR
        GROWTH WILL ALSO DEPEND ON OUR ABILITY TO BROADEN THE RANGE OF TRAVEL PRODUCTS
        WE OFFER.**
 
 Historically,
        the majority of our revenues have come from airline ticket sales. Our business
        strategy is dependent on our further diversifying our revenues into lodging,
        car
        rentals, cruises, vacation packages and other travel related products. We
        cannot
        assure you that our efforts will be successful or result in greater revenues
        or
        higher margins. Our business strategy also includes the establishment of
        direct
        connections to the airlines’ reservations systems, which will allow us to bypass
        global distribution systems, or GDSs, the traditional computerized reservation
        systems, for a portion of our airline ticket bookings. Our supplier link
        technology initiative is at an early stage and we cannot assure you that
        a large
        number of airline suppliers will be willing to enter into this type of
        relationship with us, or that these direct links will enable us to increase
        our
        revenue or lower our operating costs.
 
 Our
        plans
        to pursue other opportunities for revenue growth and cost reduction are also
        at
        an early stage, and we can not assure you that our plans will be successful
        or
        that we will actually proceed with them as described.
 
 **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*
 34
 **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.
 
 *Table
            of Contents*
 35
 **IF
        WE FAIL TO ATTRACT CUSTOMERS IN A COST-EFFECTIVE MANNER, OUR ABILITY TO GROW
        AND
        BECOME PROFITABLE MAY BE IMPAIRED.**
 
 Our
        business strategy depends on increasing the overall number of consumer
        transactions conducted on our website in a cost-effective manner. In order
        to
        increase the number of consumer transactions, we must attract more visitors
        to
        our website and convert a larger number of these visitors into paying customers.
        Relative to our primary competitors, we believe that the Company brand has
        not
        established equally broad recognition. As a result, it may be necessary to
        spend
        substantial amounts on marketing and advertising to enhance our brand
        recognition and attract new customers to our website, and to successfully
        convert these new visitors into paying customers. We cannot assure you that
        our
        marketing and advertising efforts will be effective to attract new customers.
        If
        we fail to attract customers and increase our overall number of consumer
        transactions in a cost-effective manner, our ability to grow and become
        profitable may be impaired.
 
 **WE
        MAY NOT PROTECT OUR TECHNOLOGY EFFECTIVELY, WHICH WOULD ALLOW COMPETITORS
        TO
        DUPLICATE OUR PRODUCTS. THIS COULD MAKE IT MORE DIFFICULT FOR US TO COMPETE
        WITH
        THEM.**
 
 We
        have
        no patents or trademarks.  Our success and ability to compete in the
        online travel industry depend, in part, upon our technology. We rely primarily
        on provisions in our contracts to protect our technology. We attempt to
        negotiate beneficial intellectual property ownership provisions in our
        contracts. However, laws and our actual contractual terms may not be sufficient
        to protect our technology from use or theft by third parties. For instance,
        a
        third-party might try to reverse engineer or otherwise obtain and use our
        technology without our permission and without our knowledge, allowing
        competitors to duplicate our products. We may have legal or contractual rights
        that we could assert against such illegal use, but lawsuits claiming
        infringement or misappropriation are complex and expensive, and the outcome
        would not be certain. In addition, the laws of some countries in which we
        may
        wish to sell our products may not protect software and intellectual property
        rights to the same extent as the laws of the United States. Moreover, the
        intellectual property right laws afford us no protection since we have no
        patents or trademarks.
 
 **OUR
        PRODUCT FEATURES MAY INFRINGE ON CLAIMS OF THIRD-PARTY PATENTS OR OTHER
        INTELLECTUAL PROPERTY RIGHTS, WHICH COULD ADVERSELY AFFECT OUR
        BUSINESS.**
 
 We
        cannot
        assure you that others will not obtain and assert patents or other intellectual
        property rights against us affecting essential elements of our business.
        If
        intellectual property rights are asserted against us, we cannot assure you
        that
        we will be able to obtain license rights on reasonable terms or at all. If
        we
        are unable to obtain licenses, we may be prevented from operating our business
        and our financial results may therefore be harmed. No third party claim has
        been
        asserted against us alleging any infringement of intellectual property
        rights.
 
 **IF
        WE DO NOT CONTINUE TO ATTRACT AND RETAIN QUALIFIED PERSONNEL, WE MAY NOT
        BE ABLE
        TO EXPAND OUR BUSINESS.**
 
 We
        depend
        substantially on the continued services and performance of our management.
        These
        individuals may not be able to fulfill their responsibilities adequately
        or may
        not remain with us. Our success also depends on our ability to hire, train,
        retain and manage highly skilled employees. We cannot assure you that we
        will be
        able to attract and retain a significant number of qualified employees or
        that
        we will successfully train and manage the employees we hire.
 
 **WE
        MAY ACQUIRE OTHER BUSINESSES, PRODUCTS OR TECHNOLOGIES; IF WE DO, WE MAY
        BE
        UNABLE TO INTEGRATE THEM WITH OUR BUSINESS, OR WE MAY IMPAIR OUR FINANCIAL
        PERFORMANCE.**
 
 If
        appropriate opportunities present themselves, we may acquire businesses,
        products or technologies that we believe are strategic. We do not currently
        have
        any understandings, commitments or agreements with respect to any acquisition.
        We may not be able to identify, negotiate or finance any future acquisition
        successfully. Even if we do succeed in acquiring a business, product or
        technology, we have no experience in integrating an acquisition into our
        business; the process of integration may produce unforeseen operating
        difficulties and expenditures and may absorb significant attention of our
        management that would otherwise be available for the ongoing development
        of our
        business. If we make future acquisitions, we may issue shares of stock that
        dilute other stockholders, expend cash, incur debt, assume contingent
        liabilities or create additional expenses related to amortizing other intangible
        assets with estimable useful lives, any of which might harm our business,
        financial condition or results of operations.
 
 *Table
            of Contents*
 36
 **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.
 
 *Table
            of Contents*
 37
 As
        a
        travel company selling air transportation products, we are subject to regulation
        by government agencies having jurisdiction over economic issues affecting
        the
        sale of air travel, including consumer protection issues and competitive
        practices. Such agencies have the authority to enforce economic regulations,
        and
        may assess civil penalties or challenge our operating authority.
 
 **SINCE
        OUR EXECUTIVE OFFICERS AND DIRECTORS ARE NOT RESIDENTS OF THE UNITED STATES,
        IT
        MAY BE DIFFICULT TO ENFORCE ANY LIABILITIES AGAINST THEM.**
 
 Shareholders
        may have difficulty enforcing any claims against the Company because our
        executive Officers and Directors reside outside the United States. If a
        shareholder desired to sue, shareholders would have to serve a summons and
        complaint. Even if personal service is accomplished and a judgment is entered
        against that person, the shareholder would then have to locate assets of
        that
        person, and register the judgment in the foreign jurisdiction where the assets
        are located.
 
 **BECAUSE
        OUR CHIEF EXECUTIVE OFFICER, WHO ALSO SERVES AS A DIRECTOR, HAS OTHER BUSINESS
        INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF
        TIME
        TO OUR BUSINESS OPERATIONS, WHICH MAY CAUSE OUR BUSINESS TO
        FAIL.**
 
 It
        is
        possible that the demands on Mr. Daniel L. Baxter, our Chief Executive Officer
        and Director, from other obligations could increase with the result that
        he
        would no longer be able to devote sufficient time to the management of our
        business. In addition, Mr. Baxter may not possess sufficient time to manage
        our
        business if the demands of managing our business increased
        substantially.  Specifically, Mr. Baxter owns and operates Mardan
        Consulting, Inc., a consulting firm.  Mr. Baxter also serves as a
        Director of Global Developments, Inc., a Delaware
        corporation.  Presently, Mr. Baxter devotes approximately 8-12 hours a
        week to the Company, and is in daily contact with Dirk Holzhauer, who is
        in
        charge of our daily operations.
 
 **WE
        RELY ON OUR OFFICERS AND DIRECTORS FOR DECISIONS AND HE MAY MAKE DECISIONS
        THAT
        ARE NOT IN THE BEST INTEREST OF ALL STOCKHOLDERS.**
 
 We
        rely
        on our executive officers and directors to direct the affairs of the company
        and
        rely upon them to competently operate the business.  We do not have
        key man insurance on our executive officers and directors and have no written
        employment agreements with them.  Should something happen to our
        officers and directors, this reliance on two individuals could have a material
        detrimental impact on our business and could cause the business to lose its
        place in the market, adversely affect our growth potential, or even fail.
        Such
        events could cause the value of our stock to decline or become
        worthless.
 
 **THE
        MARKET PRICES OF THE SECURITIES OF INTERNET-RELATED AND ONLINE COMMERCE
        COMPANIES HAVE BEEN ESPECIALLY VOLATILE.**
 
 Broad
        market and industry factors may adversely affect the market price of our
        common
        stock, regardless of our actual operating performance. In the past, following
        periods of volatility in the market price of their stock, many companies
        have
        been the subject of securities class action litigation. If we were sued in
        a
        securities class action, it could result in substantial costs and a diversion
        of
        management’s attention and resources and would adversely affect our stock
        price.
 
 **WE
        DO NOT EXPECT TO PAY ANY DIVIDENDS FOR THE FORESEEABLE
        FUTURE.**
 
 We
        do not
        anticipate that we will pay any dividends to our stockholders in the foreseeable
        future. Accordingly, investors must rely on sales of their common stock after
        price appreciation, which may never occur, as the only way to realize on
        their
        investment. Investors seeking cash dividends should not purchase our common
        stock.
  ***Available
        Information***
 
 We
        file
        electronically with the Securities and Exchange Commission our annual reports
        on
        Form 10-KSB, quarterly reports on Form 10-QSB, and current reports on Form
        8-K,
        pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. 
You may obtain a free copy of our reports and amendments to those reports
        on the
        day of filing with the SEC by going to http://www.sec.gov.  *Table
              of Contents*
 38
 **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*
 39
 **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**
 
 Subsequent
        to September 30, 2007, we cancelled 79,000 shares of our common stock, and
        returned those shares to authorized but unissued status.
 
 **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.
 
 There
        were no reports on Form 8-K filed during the period ended September 30, 2007,
        and there have been no such reports filed since September 30, 2007.
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 **SIGNATURES**
  Pursuant
        to the requirements of the Securities Exchange Act of 1934, the Registrant
        has
        duly caused this report to be signed on its behalf by the undersigned thereunto
        duly authorized.
  
 DATE:
                November 7, 2007
              KINDER
                TRAVEL, INC.
                (Registrant)By:
              /s/
                  Daniel L. Baxter
                Daniel
                    L. Baxter
                  Director,
                    CEO and CFO
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