**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB**





(Mark
      One)





xANNUAL
      REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For
      the
      fiscal year ended June 30, 2007





oTRANSITION
      REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For
      the
      transition period from ___________ to ___________





Commission
      file number: **** 333-132127





**PRO
      TRAVEL NETWORK, INC.**


(Name
      of
      small business issuer in its charter)





Nevada
            68-0571584(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)516
                W. Shaw Avenue # 103, Fresno, CA
            93704(Address
                of principal executive offices)
            (Zip
                Code)





Issuer’s
      telephone number ( 559)
      224-6000





Securities
      registered under Section 12(b) of the Exchange Act:  None





Securities
      registered under Section 12(g) of the Exchange Act:  None





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




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes
oNo
x





The
      issuer’s revenues for the most recent fiscal year ended June 30, 2007 were
      $4,528,704.





The
      aggregate market value of the issuer’s voting and non-voting common equity held
      by non-affiliates computed by reference to the price of $.30 at which the common
      equity was sold was $360,102 as of September 30, 2006.





As
      of,
      September 30, 2007 there were 25,680,340 outstanding shares of the issuer’s
      common stock, $.001 par value per share.





Transitional
      Small Business Disclosure Format (Check one): Yes x No
o










**TABLE
      OF CONTENTS**





**PART
                I****Item
                1.**
            **Description
                of Business.**
            
            **1****Item
                2.**
            **Description
                of Property****.**
            
            **6****Item
                3.**
            **Legal
                Proceedings.**
            
            **7****Item
                4.**
            **Submission
                of Matters to a Vote of Security Holders.**
            
            **7****PART
                II****Item
                5.**
            **Market
                for Common Equity and Related Stockholder
                Matters.**
            
            **7****Item
                6.**
            **Management’s
                Discussion and Analysis of Plan of Operation.**
            
            **9****Item
                7.**
            **Financial
                Statements.**
            
            **19****Item
                8.**
            **Changes
                in and Disagreements with Accountants on Accounting
                and****Financial
                Disclosure.**
            
            **31****Item
                8A.**
            **Controls
                and Procedures.**
            
            **31****Item
                8B.**
            **Other
                Information.**
            
            **31****PART
                III****Item
                9.**
            **Directors,
                Executive Officers, Promoters and Control
                Persons;****Compliance
                with Section 16(a) of the Exchange Act.**
            
            **32****Item
                10.**
            **Executive
                Compensation.**
            
            **34****Item
                11.**
            **Security
                Ownership of Certain Beneficial Owners and
                Management.**
            
            **35****Item
                12.**
            **Certain
                Relationships and Related Transactions.**
            
            **36****Item
                13.**
            **Exhibits.**
            
            **37****Item
                14.**
            **Principal
                Accountant Fees and Services.**
            
            **37**





i





**PART
      I**





**Item
                1.**
            **Description
                of Business****.**





Organization





We
      were
      originally incorporated in Nevada as PTN Investment Group, Inc. on October
      23,
      2003.  In May 2005, we amended our Articles of Incorporation to change our
      name to Pro Travel Network, Inc. from PTN Investment Group, Inc. and reduce
      the
      aggregate number of our authorized shares to 50,000,000 from 75,000,000.
 Prior to the amendment, two non-employee shareholders returned an
      aggregate of 6,000,000 shares to us which we cancelled.  We wanted to
      restructure our capital structure in anticipation of going public. As our
      original employee stockholders had spent substantial time and effort on the
      development of our business and the original non-employee stockholders were
      passive investors, the two passive investors decided it would be more equitable
      for them to give up a portion of their share ownership to effect the proposed
      capital restructure. Following this cancellation, we had 69,000,000 shares
      issued and outstanding. Contemporaneous with the reduction of the number of
      authorized shares, we issued new certificates for a total of 23,000,000 shares
      to replace the certificates for the then outstanding 69,000,000 shares that
      were
      previously issued in the name of PTN Investment Group, Inc.




General





Pro
      Travel Network, Inc. is an internet provider of online travel stores for travel
      agencies and home-based representatives using our services and technology.
      Pro
      Travel Network markets and establishes independent travel agencies. Pro Travel
      Network’s strategy is to create a network of commissioned sales representatives
      who exclusively market the online travel agencies of Pro Travel Network.
      Purchasers of online travel agencies are known as Independent Travel Agents
      or
      ITAs.  Each ITA pays a fee of $399.99 for the purchase of our Independent
      Travel Agent Program, or ITAP.  Pro Travel Network then retains a
      percentage of the travel commissions generated by each ITA.





We
      currently offer the following products:





·
            **Independent
                Travel Agent Program**-
                $399.99 initial fee; $99 annual fee after first year - sold by our
                Independent Representatives.





Once
      a
      sale is made, the purchaser becomes an Independent Travel Agent.  We refund
      the initial fee to those purchasers who cancel within three days of their
      purchase. We provide ITAs with tools, support systems, industry booking codes,
      training manuals, consumer websites, accounting tools and access to industry
      training and seminars. Commissions from any and all bookings made by the new
      agents are split with Pro Travel Network; in general with agents earning 70%
      and
      Pro Travel Network retaining 30%. Additional income streams are derived from
      the
      ordering of additional marketing materials and other promotional items.





·
            **Marketing
                Opportunity**-
                $39.99 monthly license fee,




Individuals
      are also given the opportunity to become Independent Representatives of Pro
      Travel Network.  Independent Representatives market our Independent Travel
      Agent Program.  We pay commissions of $30 - $160 for each ITAP sold
      depending upon factors such as number of prior ITAP's sold. New representatives
      pay a monthly subscription fee in order to access the tools and support systems
      designed to help each representative market his business more effectively.
      Independent Representatives are able to market the Independent Travel Agent
      Program throughout North America.





We
      currently support over **** 12,500
      Independent Travel Agents and over **** 4,000
      Independent Representatives throughout North America.  Since our inception,
      we have had approximately 3,800 Independent Travel Agents that have become
      inactive for non-payment of the annual fee after their first year as an agent.
      Anyone can become and Independent Representative of Pro Travel Network;
      individuals are not required to first purchase an ITAP in order to be eligible.
      We have less than **** 100
      Independent Representatives who did not purchase an ITAP.




1




From
      time
      to time, we offer our representatives the opportunity for a fee to attend
      national sales training events.





Our
      agents are provided with a reliable source of travel products and services
      through agreements with selected travel providers, including major airlines,
      cruise lines, hotels and car rental agencies, including wholesale travel
      providers.  Airlines provide airline tickets, hotels provide hotel rooms,
      car rental agencies provide rental cars and wholesale travel providers provide
      package tours at discounted rates. These agreements are all terminable at will
      by the providers. We do not rely on a single provider for these services and
      none of these agreements is exclusive. No provider provides services which
      account for more than 10% of our revenues. Neither we nor our agents pay any
      fees to obtain the services provided by these providers. In addition, we offer
      our agents the ability to make reservations on over 25 airlines, at more than
      300 hotels and with several major car rental companies, cruise lines and tour
      package operators.





Home-based
      travel agency business





The
      home-based agency channel can be broken into three models:





·
            Franchised;


·
            Hosted;
                and


·
            Direct.




The
      franchise model is a turnkey operation with the headquarters providing extensive
      support. There is a large sign-up fee and typically commissions are spilt
      between the umbrella organization and the home-based franchisee in the form
      of a
      royalty.





The
      hosted model is similar to the franchise model, although the cost of entry
      is
      much smaller and support from the host agency is significantly more limited.
      Commissions are split between host and member. Usually the host gets anywhere
      between 20%-40%.





There
      are
      thousands of agents that fall under the direct or independent category, which
      are often members of a traditional consortium and typically book directly with
      travel suppliers.





A
      significant driver of change in our industry is the Internet. Travelers are
      attracted to the Internet by its 24-hour access, convenience, the reliability
      of
      the content, and the ability to tailor information to individual needs and
      preferences. The Internet also provides a convenient and efficient medium for
      sales of travel product by affording customers direct access to up-to-the-minute
      travel information, including changing fares and routes, the ability to engage
      in competitive shopping, and the capacity to book tickets. Effectively,
      technology is decreasing or eliminating the need for inventory access and ticket
      delivery.




Marketing





Pro
      Travel Network uses the relationship marketing concept to spread the word about
      Pro Travel Network and its opportunities.  Our strategy is to create a
      network of commissioned independent sales representatives who exclusively market
      the Independent Travel Agent Program or ITAP.  In contrast to
      travel-related companies such as Travelocity, Priceline.com, Expedia and Orbitz,
      who focus their promotion efforts on the customer, Pro Travel Network spends
      nothing on advertising.




The
      marketing arm of Pro Travel Network acts as a direct sales organization selling
      the PTN Independent Travel Agent Program, and has sold over 12,500 ITAPs to
      date.  These new and existing Independent Travel Agents have the ability to
      book individual and group travel.  As means of attracting new Travel
      Agents, we continually look to grow and expand our representative base through
      recruitment, enrollment, initial training, and support.




2





*PTN
      Rewards Points*





PTN
      Rewards is Pro Travel Network’s booking bonus program.  All agents will
      accrue PTN Rewards points on all travel bookings as a percentage of their earned
      commissions.  Independent Representatives who have earned the position of
      Manager by first making two ITAP sales themselves and thereafter recruiting
      two
      Independent Representative who each make one ITAP sale will also accrue PTN
      Rewards points. Of our approximately 4,000 Independent Representatives,
      approximately 420 are Managers.





Both
      Agents and Managers will earn PTN Rewards points as follows:





**Agents** : 
      5% of all booking commissions earned




**Managers:** 5% of all commissions on ITAP sales earned by a Manager or by another
      Independent Representative recruited by a Manager.





PTN
      Rewards points may be used for any travel booked via any Pro Travel Network
      suppliers.  A minimum of 50 PTN Rewards points are required for redemption.
      PTN Rewards points may not be transferred, exchanged, or used except for the
      sole purpose of the travel of the points’ owner, and his or her immediate
      family.





To
      redeem
      PTN Rewards points, Agents and Managers are advised to book and reserve their
      vacation and to  contact travel support with all pertinent financial
      information.  Pro Travel Network will either make payment arrangements with
      the supplier or will reimburse the Agents and Managers up to the value of their
      PTN Rewards account balance.  All Agents and Managers must be current at
      the time of redemption.





PTN
      Rewards points have no cash value, until they are redeemed.  Each point
      will carry the value of $1 at redemption and all redemptions will count as
      earned, for income and tax purposes.




Regulation





Our
      network marketing program is subject to a number of federal and state
      regulations administered by the Federal Trade Commission and various state
      agencies in the United States. We are subject to the risk that, in one or more
      markets, our network marketing program could be found not to be in compliance
      with applicable laws or regulations. Regulations applicable to network marketing
      organizations generally are directed at preventing fraudulent or deceptive
      schemes, often referred to as "pyramid" or "chain sales" schemes, by ensuring
      that product sales ultimately are made to consumers and that advancement within
      an organization is based on sales of the organization's products rather than
      investments in the organization or other non-retail sales-related criteria.
      The
      regulatory requirements concerning network marketing programs do not include
      "bright line" rules and are inherently fact-based and thus, even in
      jurisdictions where we believe that our network marketing program is in full
      compliance with applicable laws or regulations governing network marketing
      systems, we are subject to the risk that these laws or regulations or the
      enforcement or interpretation of these laws and regulations by governmental
      agencies or courts can change.





There
      could be private party challenges to the legality of our network marketing
      program. The multi-level marketing programs of other companies have been
      successfully challenged in the past.





We
      are
      also subject to Seller of Travel Laws in California and Nevada.  Among
      other things, these laws and related regulations require us to maintain a trust
      account for customer funds required to be segregated, to have at least
      $1,000,000 in Errors and Omissions insurance and to establish and maintain
      registration with the state. We have complied with these requirements for all
      prior periods and currently comply with these requirements.





Research
      and Development





We
      conduct no research and development activities.




3





Intellectual
      Property





We
      have
      not applied for any patent or trademarks in connection with our
      operations.





Competition





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.





·
            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" as described
                below).





·
            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; and
                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.





·
            Other
                local, regional, national and international traditional travel agencies
                servicing leisure and business
                travelers.





We
      are a
      relatively small player in this market. These competitors are in general larger,
      have greater financial and personnel resources and have achieved greater market
      penetration than we have.





Based
      solely upon management’s knowledge of and experience in the industry and not
      upon any research or other verifying data from independent third parties, our
      agents are quoted the same rates from travel service providers as other travel
      agents and agencies.





In
      the
      home-based market, we compete with the following, based upon the following
      information is taken from “Home Bookin’,” a research report by Credit Suisse
      First Boston dated January 7, 2005.




4





*Franchise
      Model*





There
      are
      two good examples of the franchise model, CruiseOne, a subsidiary of National
      Leisure Group and CruisePlanners, which was recently signed as an affiliate
      by
      American Express. The latter is a franchise group that does $60 million of
      annual cruise sales through 400-plus members. About 40% are experienced cruise
      sellers with previous agency experience. The economic model is representative
      -
      CruisePlanners charges a $495 fee to join plus 3% of gross commissionable sales.
      For inexperienced agents the 3% royalty is the same but the sign-up fee is
      $8,995, which covers more extensive training and support services. The franchise
      model is a turnkey operation with the headquarters providing extensive support,
      including selling, marketing, booking tools and back office. The commissions
      earned are spilt between owner and franchisee.





*Hosted
      Model*





These
      are
      our direct competitors.  The best example of the host model is Cruises
      Inc., a subsidiary of National Leisure Group and formerly a Travel Services
      International company, a home-based host agency with 400 agents offering
      technology enabled personalized service. Other hosted competitors are Joystar,
      YTB International, and Global Travel International.  The cost of entry is
      much smaller, $150-400, than under the franchise model, and thus the support
      from the host agency is typically much more limited. The commissions are split
      between host and member, usually the host takes between 20%-40%.





We
      compete with these direct competitors in various ways, including:





·
            Having
                revenue sources other than commissions, such as the ITAP and Marketing
                Opportunities programs.





·
            Providing
                better service to our agents.





·
            Using
                a network of Independent Representatives to sell our
                ITAP.





*Independent
      Model*





Although
      it is difficult to determine the size of the independent home-based agent space,
      there are literally thousands of agents that fall under this category. These
      agents are typically aligned with a consortium and they tend to book through
      the
      supplier-direct channel. The vast majority of the home-based agents appear
      to be
      affiliated with an umbrella organization.   Cooperatives, or
      consortia, are membership-based, marketing service organizations for independent
      travel agencies. Advantages of membership include programs to educate, train,
      reduce cost, and the opportunity to generate higher commissions/overrides due
      to
      the greater leverage and volume associated with a large consortium.





We
      are a
      small competitor compared to many of these companies.  Many of our
      competitors have longer operating histories, larger customer bases, more
      established brands and significantly greater financial, marketing and other
      resources than we do. Some of our competitors have operated their respective
      businesses for significantly longer and may benefit from greater market share,
      brand recognition, product diversification, scale and operating experience
      than
      we do. In addition, some of our competitors have each established exclusive
      relationships as preferred travel partners for widely used Internet destinations
      such as America Online, MSN and Yahoo! These exclusive arrangements, and similar
      relationships that may be able to be secured in the future, could provide these
      competitors with a significant advantage in obtaining new
      customers.





We
      expect
      existing competitors and business partners and new entrants to the travel
      business to constantly revise and improve their business models in response
      to
      challenges from competing Internet-based businesses, including ours. For
      example, firms that provide services to us and our competitors may introduce
      pricing or other business changes that adversely affect our attractiveness
      to
      suppliers in favor of our competitors. Similarly, some of our airline suppliers
      have recently entered into arrangements with GDS providers containing "most
      favored nations" obligations in which they have committed, in exchange for
      reduced GDS (defined below) booking fees, to provide to the GDS and its
      subscribers, including some of our online travel agency competitors, all fares
      the supplier offers to the general public through any distribution
      channel.




5





In
      addition, consumers may use our or our representatives' websites for route
      pricing and other travel information, and then may choose to purchase travel
      products from a source other than ours or our representatives, including travel
      suppliers' own websites. Many travel suppliers, including 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. In many cases, these competitors offer
      advantages, such as bonus miles or lower transaction fees that we do not or
      cannot provide to consumers. In addition, the airline industry has experienced
      a
      shift in market share from full-service carriers to low-cost carriers that
      focus
      primarily on discount fares to leisure destinations. Some low-cost carriers
      do
      not distribute their tickets through other third-party
      intermediaries.





Employees





We
      have
      29 employees, including Paul Henderson, our CEO and President, and the
      following:





Full
      time:





Clerical
      - 17


Operations
      -  5


Administrative
      - 2


Management
      - 5





Part
      time:


Administrative
      - 1





**Item
                2.**
            **Description
                of Property****.**





We
      lease
      office space for our principal place of business located at 516 W. Shaw Avenue
      #
      103, Fresno, California  93704. The lease began in March 2005 for a term of
      seven years and was amended on April 16, 2007, to add 2,802 square feet bring
      our total office space to 6,059 square feet. All other terms remain the same.
      The lease is non-cancelable.





On
      June
      27, 2006, we leased 1,000 square feet of office space in London, Ontario Canada
      under a one year non-cancelable operating lease beginning in July 2006.





On
      March
      1, 2007, we leased 1,000 square feet of office space in Mississauga, Ontario
      Canada under a one year non-cancelable operating lease beginning in March 2007.





We
      believe that our facilities are adequate to meet our current needs. Should
      we
      need to expend, which is not currently contemplated, we anticipate such
      facilities are available to meet our development and expansion needs in existing
      and projected target markets for the foreseeable future. Our offices are in
      good
      condition and are sufficient to conduct our operations.





6





**Item
                3.**
            **Legal
                Proceedings.**





There
      are
      no pending or threatened lawsuits against us.





We
      are
      currently pursuing an operating credit card processing service that failed
      to
      return our deposit of approximately $35,000.  The credit card processing
      service is currently pursuing action against its bank to recover this sum and
      has orally agreed to pay us this amount if recovered. However, as the processor
      is not located in the U.S., if they do not pay us as orally agreed, we do not
      intend to institute litigation due to the cost of litigation and uncertainty
      of
      collection. Although as the company is still in business and we may be able
      to
      collect, recovery is uncertain, so we have provided an allowance on our
      financial statements for the entire balance in case it is not
      collected.





**Item
                4.**
            **Submission
                of Matters to a Vote of Security
                Holders.**





We
      did
      not submit any matters to a vote of our security holders, through the
      solicitation of proxies or otherwise, during the fourth quarter of the fiscal
      year covered by this report.





**PART
      II**





**Item
                5.**
            **Market
                for Common Equity and Related Stockholder
                Matters.**





Market
      Information





Pro
      Travel Network, Inc. (Pink Sheets: PTVL) completed the necessary SEC filings
      and
      began trading as a publicly held company on November 27, 2006.





The
      following table sets forth the range of high and low bid prices of our common
      stock as reported by the National Association of Securities Dealers composite
      feed or other qualified inter-dealer quotation medium, as compiled by Pink
      Sheets LLC for the periods indicated. These quotations reflect inter-dealer
      prices, without retail mark-up, mark-down or commission and may not represent
      actual transactions or trades.





COMMON
                STOCKHIGH
            
            LOWYear
                Ended June 30, 2007
            
            BID
            
            BIDJune
                01Thru
            
            $
            0.90
            
            $
            0.64June
                30





Holders
      of Record





As
      of
      September 30, 2007, there were approximately 73 shareholders of record of our
      common stock.





Dividends





We
      have
      not declared any cash dividends on our common stock since our inception and
      do
      not anticipate paying such dividends in the foreseeable future. We plan to
      retain any future earnings for use in our business. Any decisions as to future
      payments of dividends will depend on our earnings and financial position and
      such other facts, as the Board of Directors deems relevant.




7





Securities
      Authorized for Issuance under Equity Compensation Plans





As
      of the
      end of the most recently completed fiscal year we did not have any compensation
      plans (including individual compensation arrangements) under which our equity
      securities are authorized for issuance.





Recent
      Sales of Unregistered Securities





On
      January 5, 2007, Pro Travel Network, Inc. issued 180,000 shares of common stock
      to ten (10) employees based on a two year plus vesting with the company. The
      market value of the 180,000 shares was $180,000 as of January 5, 2007 based
      upon
      a closing price of $1.00 on that date.





On
      January 12, 2007, Pro Travel Network, Inc. issued 350,000 shares of common
      stock
      to Paul Henderson, President and CEO, as a bonus for services rendered. The
      market value of the 350,000 shares was $350,000 as of January 5, 2007 based
      upon
      a closing price of $1.00 on that date.





On
      January 19, 2007, we entered into a consulting agreement with Donald W. Sapaugh.
      In accordance with the terms and provisions of the consulting agreement: (i)
      we
      shall issue to Mr. Sapaugh 500,000 warrants to purchase up to 500,000 of our
      restricted common stock (250,000 shares at $0.30 per share, 100,000 shares
      at
      $0.40 per share, 100,000 shares at $0.50 per share, 25,000 shares at $1.00
      per
      share and 25,000 shares at $1.50 per share) ; and (ii) Mr. Sapaugh shall perform
      such consulting services involving general business matters and other business
      consulting as mutually agreed upon. Compensation cost has been recognized in
      the
      financial statements for warrants issued to Mr. Sapaugh for consulting services
      in the amount of $563,241.





On
      January 19, 2007, we entered into a consulting agreement with Hunter M. A.
      Carr.
      In accordance with the terms and provisions of the consulting agreement: (i)
      we
      shall issue to Mr. Carr 500,000 warrants to purchase up to 500,000 of our
      restricted common stock (250,000 shares at $0.30 per share, 100,000 shares
      at
      $0.40 per share, 100,000 shares at $0.50 per share, 25,000 shares at $1.00
      per
      share and 25,000 shares at $1.50 per share) ; and (ii) Mr. Carr shall perform
      such consulting services involving general business matters and other business
      consulting as mutually agreed upon. Compensation cost has been recognized in
      the
      financial statements for warrants issued to Mr. Carr for consulting services
      in
      the amount of $563,241





On
      May
      07, 2007, Pro Travel Network, Inc. issued 100,000 shares of common stock to
      Raymond Lopez, Vice President and COO, as part of his compensation. The market
      value of the 100,000 shares was $52,000 as of May 07, 2007 based upon a closing
      price of $.52 on that date.





On
      May
      18, 2007, Pro Travel Network, Inc. issued 1,000,000 shares of common stock
      to
      Dorothy Harmon, for services rendered. The market value of the 1,000,000 shares
      was $520,000 as of May 18, 2007 based upon a closing price of $.52 on that
      date.





On
      June
      06, 2007, Pro Travel Network, Inc. issued 100,000 shares of common stock to
      Unlimited Profits.Com, Inc., for services rendered. The market value of the
      100,000 shares was $55,000 as of June 06, 2007 based upon a closing price of
      $.55 on that date.





On
      June
      22, 2007, Pro Travel Network, Inc. issued 20,000 shares of common stock to
      Corazon Lacsamana, Regional Training Director, for services rendered. The market
      value of the 20,000 shares was $11,000 as of June 22, 2007 based upon a closing
      price of $.55 on that date.





On
      June
      22, 2007, Pro Travel Network, Inc. issued 20,000 shares of common stock to
      James
      Estes, for services rendered. The market value of the 20,000 shares was $11,000
      as of June 22, 2007 based upon a closing price of $.55 on that
      date.





On
      June
      22, 2007, Pro Travel Network, Inc. issued 10,000 shares of common stock to
      Douglas Singer, for services rendered. The market value of the 10,000 shares
      was
      $5,500 as of June 22, 2007 based upon a closing price of $.55 on that
      date.





8





**Item
                6.**
            **Management’s
                Discussion and Analysis of Plan of
                Operation.**





*In
      addition to historical information, this report contains forward-looking
      statements within the meaning of Section 27A of the Securities Act of 1933
      and
      Section 21E of the Securities Exchange Act of 1934. These statements include,
      among other things, statements concerning our expectations regarding our future
      financial performance, business strategy, milestones, projected plans and
      objectives. Statements preceded by, followed by or that otherwise include the
      words "believes", "expects", "anticipates", "intends", "projects", "estimates",
      "plans", "may increase", "may fluctuate" and similar expressions or future
      or
      conditional verbs such as "should", "would", "may" and "could" are generally
      forward-looking in nature and not historical facts. These forward-looking
      statements were based on various factors and were derived utilizing numerous
      important assumptions and other important factors that could cause actual
      results to differ materially from those in the forward-looking statements.
      Factors that could cause or contribute to such differences include, but are
      not
      limited to, those discussed in this report, and in particular, the risks
      discussed in this section under the heading "Risk Factors." 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 including milestones. Most of these factors are difficult to
      predict accurately and are generally beyond our control. We undertake no
      obligation to revise or publicly release the results of any revision to these
      forward-looking statements. Given these risks and uncertainties, readers are
      cautioned not to place undue reliance on such forward-looking
      statements.*





Overview





We
      were
      originally incorporated in Nevada as PTN Investment Group, Inc. on October
      23,
      2003. In May 2005, we amended our Articles of Incorporation to change our name
      to Pro Travel Network, Inc. from PTN Investment Group, Inc. and reduce the
      aggregate number of our authorized shares to 50,000,000 from 75,000,000. Prior
      to the amendment, two non-employee shareholders returned an aggregate of
      6,000,000 shares to us which we cancelled. Following this cancellation, we
      had
      69,000,000 shares issued and outstanding. We wanted to restructure our capital
      structure in anticipation of going public. As our original employee stockholders
      had spent substantial time and effort on the development of our business and
      the
      original non-employee stockholders were passive investors, the two passive
      investors decided it would be more equitable for them to give up a portion
      of
      their share ownership to affect the proposed capital restructure.
      Contemporaneous with the reduction of the number of authorized shares, we issued
      new certificates for a total of 23,000,000 shares to replace the certificates
      for the then outstanding 69,000,000 shares that were previously issued in the
      name of PTN Investment Group, Inc.





Pro
      Travel Network, Inc. is an Internet provider of online travel stores for travel
      agencies and home-based representatives using our services and technology.





We
      currently offer the following products:





·
            **Independent
                Travel Agent Program or ITAP**-
                $399.99 initial fee; $99 annual fee after first year - sold by our
                Independent Representatives.





·
            **Marketing
                Opportunity**-
                $39.99 monthly license fee.





We
      currently support over 12,500 independent travel agents and over 4,000
      Independent Representatives throughout North America.




9




Critical
      Accounting Estimates





The
      financial statements include estimates made by management that impact the
      amounts reflected for property and equipment as well as security deposits,
      as
      detailed below:




Property
      & Equipment





Management
      has estimated the useful lives as the basis for depreciating its property and
      equipment. Estimated useful lives utilized for depreciating property and
      equipment is three years for all computer equipment and software and seven
      years
      for furniture and fixtures. Management believes these estimates are very
      conservative.





Security
      Deposits





Security
      deposits represent operating lease deposits and amounts on deposit with credit
      card payment processing services that serve as collateral in case we were to
      cease operations or experience significant chargebacks from customers.
      Management has provided an allowance for unrecoverable deposits based on its
      estimate of collectibility in the amount of $35,353 as of March 31, 2007 (See
      the section entitled “Legal Proceedings,” below)





Results
      of Operations





Fiscal
      Year Ended June 30, 2007 Compared to the Fiscal Year Ended June 30,
      2006





For
      the
      year ended June 30, 2007, total revenues broke down as follows: Independent
      Travel Agent Program or ITAP sales - 62%, National Training Events - 14%, Travel
      Commissions - 24%.  For the year ended June 30, 2006, total revenues broke
      down as follows: Independent Travel Agent Program or ITAP sales - 73%, National
      Training Events - 14%, and Travel Commissions- 13%.  We had total revenues
      of $4,528,755 for the year ended June 30, 2007, which is an increase of
      $1,621,205, or 56%, over our total revenues for the year ended June 30, 2006,
      which was $2,907,550. Total revenues increased as a result of increased sales
      across the board, due to increased awareness in the marketplace and the increase
      in the number of Independent Representatives marketing our products, with travel
      commission revenue showing the largest percentage increase.   We
      expect that as ITAP sales and the number of active agents increase, the
      resulting travel commissions will continue to increase as a percentage of our
      overall revenue.





Our
      cost
      of sales increased $873,723, or 48%, to $2,699,008 for the year ended June
      30,
      2007, as compared to cost of sales of $1,825,285 for the year ended June 30,
      2006.  Our cost of sales increased as a direct result of our overall
      revenue increase.





We
      had
      gross profit of $1,829,747 for the year ended June 30, 2007, which was an
      increase of $747,482, or 69%, when compared to our gross profit for the year
      ended June 30, 2006, which was $1,082,265. Our increase in gross profit was
      primarily attributable to the increase in our sales which was slightly offset
      by
      our increase in cost of sales.





Our
      2007
      operating expenses increased $2,714,133, or 248%, to $3,807,571 for the year
      ended June 30, 2007, as compared to total operating expenses of $1,093,438
      for
      the year ended June 30, 2006. The increase in total operating expenses was
      mainly due to an increase in professional and consulting fees, general and
      administrative expenses and compensation expense. Professional and consulting
      fees increased $1,736,285 to $1,835,326 for the year ended June 30, 2007, as
      compared to professional and consulting fees of $99,041 for the year ended
      June
      30, 2006. The increase in professional and consulting fees was primarily due
      to
      the issuance of 1,000,000 warrants to two consultants resulting in an expense
      to
      the company of $1,082,482 along with 1,150,000 shares of common stock issued
      for
      services resulting in an expense to the company of $602,500. General and
      administrative expenses increased $136,872 to $502,643 for the year ended June
      30, 2007, as compared to general and administrative expenses of $365,771 for
      the
      year ended June 30, 2006. The increase in general and administrative expenses
      was primarily attributable to the start-up of our Canadian office along with
      an
      increase in merchant fees. Compensation expense increased $835,524 to $1,447,454
      for the year ended June 30, 2007, as compared to compensation expense of
      $611,930 for the year ended June 30, 2006. The increase in compensation expense
      was primarily due to an increase in staff along with an increase in quarterly
      performance bonus and annual salary to Paul Henderson our President and CEO.
      Mr.
      Henderson provides management and other services to us under an employment
      agreement pursuant to which we pay Mr. Henderson salary of $180,000 per year
      and
      a commission of 12% of the net Travel Agent Product revenue, less all costs
      of
      sales expenses. Mr. Henderson’s employment agreement was amended January 1, 2007
      to increase his annual salary from $108,000 to $180,000 per year.




10





Other
      income and expenses included an increase in net interest income of $8,520,
      to
      $13,997 for the year ended June 30, 2007, as compared to net interest income
      of
      $5,477 for the year ended June 30, 2006, along with a gain on sale of
      investments of $3,723 for the year ended June 30, 2007, compared to gain on
      sale
      of investments of $1,353 for the year ended June 30, 2006, and a loss on foreign
      currency of $2,454, compared to a loss on foreign currency of $181 for the
      year
      ended June 30, 2006.





We
      had a
      net loss applicable to common stock of $1,962,558 for the year ended June 30,
      2007, as compared to a net loss applicable to common stock of $4,524 for the
      year ended June 30, 2006. The increase in net loss applicable to common stock
      was primarily attributable to the issuance of 630,000 shares of common stock
      to
      various employees and 1,150,000 shares of common stock issued to consultants
      for
      services along with the issuance of 1,000,000 warrants to two
      consultants.





We
      had
      other comprehensive loss for the year ended June 30, 2007, consisting of
      unrealized loss on investments of $11,704 compared to an unrealized loss on
      investment of $10,232 for the year ended June 30, 2007.





Our
      comprehensive loss was $1,974,262 for the year ended June 30, 2007, as compared
      to comprehensive loss of $14,756 for the year ended June 30, 2006. The
      comprehensive loss of $1,974,262 for the year ended June 30, 2007 was primarily
      attributable to the issuance of 1,690,000 shares of common stock for services
      along with the issuance of 1,000.000 warrants to two consultants resulting
      in a
      non-cash expense to the company of $2,266,982.





Commitments
      and Contingencies





Details
      regarding the lease for our principal place of business are as follows:





·
            Address:
                City/State/Zip 516 W. Shaw Avenue #103, Fresno, CA
                93704


·
            Number
                of Square Feet: 6,059


·
            Name
                of Landlord: J&D Properties


·
            Term
                of Lease: 7 years, commencing March
                2005


·
            Monthly
                Rental: Escalating from $4,397 at commencement to $9,997 in the final
                year
                of the lease.





Our
      lease
      was amended in April, 2007, and monthly rent was increased, effective July,
      2007. The amount of the increase was due to an additional 2,802 square feet
      bring our total office space to 6,059 square feet. All other terms remain the
      same. The lease is non-cancelable. On June 27, 2006, we leased 1,000 square
      feet
      of office space in London, Ontario Canada under a one year non-cancelable
      operating lease beginning in July 2006. On March 1, 2007, we moved our offices
      from London, Ontario Canada to Mississauga, Ontario Canada and leased 1,000
      square feet of office space under a one year non-cancelable operating lease
      beginning in March 2007. Future minimum rental payments, by year and in
      aggregate under these leases are as follows and include 3 months of prepaid
      rent
      for our principal place of business for the July 2007 and July/August
      2008.





**Year
                Ending June 30,**
            
            **Amount**2008
            
            $
            118,9032009
            
            
            108,8632010
            
            
            108,8632011
            
            
            108,8632012
            
            
            108,863$
            554,355




11




Milestones





We
      are in
      the process of launching full Canadian operations. We opened a Canadian office
      in Ontario in July 2006. The most major goal towards achieving our business
      objectives over the next year is our goal of having 100% of our agents booking
      travel. Continuing operations will always focus on ways to increase our
      marketing sales force. As described below in “Liquidity and Capital Resources,”
we will need $250,000 of capital to expand our operations as outlined in the
      Milestone table below.




**Milestone
                or Step**
            
            **Expected
                Manner of Occurrence or Method of Achievement**
            
            **Date
                When Step Should be Accomplished**
            
            **Estimated
                Cost of Completion**Develop
                Canadian infrastructure
            
            Secure
                office space in Toronto, office equipment and develop “specific” marketing
                materials and hiring additional employees
            
            3
                months
            
            $
            50,000Launch
                Canadian Marketing Phase
            
            PTN
                Canadian marketing tour and seminars designed to develop sales
                force
            
            4
                -
                12 months
            
            $
            50,000Creation
                of Travel Marketing staff
            
            Marketing
                head and staff to drive bookings up
            
            2
                -
                4 months
            
            $
            50,000Achieve
                average ITAP sales of 1,000 per month
            
            Aggressively
                Recruit top leadership in the multi-level marketing
                Industry
            
            3
                -
                12 months
            
            $
            100,000





All
      steps
      will be undertaken contemporaneously.





Our
      marketing effort will be directed at expanding our representative network
      through personal contact or seminars.





Liquidity
      and Capital Resources





As
      of
      June 30, 2007, we had total current assets of $755,659 consisting of cash and
      cash equivalents of $366,837, accounts receivable of $2,805, inventory of
      $18,096, investments of $341,863 and prepaid expenses of $26,058. Our cash
      balances exceeded FDIC insurance protection levels by approximately $9,584
      at
      June 30, 2007 and at certain points throughout the year subjecting us to risk
      related to the un-protected balance. We have determined that the risk of loss
      associated with these un-protected balances is remote and therefore no
      adjustment for the risk has been provided for the year ended June 30,
      2007.





We
      had
      total current liabilities of $338,117 consisting of accounts payable of $9,721,
      accrued expenses of $323,155 and deferred revenue of $5,241. We have no
      long-term debt. Accrued expenses consisted of accrued employees salaries and
      benefits of $61,408, other expenses of $32,450 and commissions and rewards
      owed
      our representatives in the amount of $229,297, of which approximately $82,376
      was the estimated full potential value of PTN Reward Points owed Agents and
      Managers and the reminder was primarily commissions held for payment at the
      end
      of every two weeks.





We
      had
      working capital of $417,542 as of June 30, 2007.




12





During
      the year ended June 30, 2007, net cash decreased by $44 consisting of $276,158
      provided by operating activities and $276,202 used in investing
      activities.





Net
      cash
      provided by operating activities during the year ended June 30, 2007, consisted
      of a net loss from operations of $1,962,558, adjustments for depreciation and
      amortization of $22,148 along with share-based compensation of $2,266,982,
      and a
      decrease in inventory of $639, a decrease in accounts receivable of $53,370
      and
      a increase in accounts payable and accrued expenses of $80,752 which were offset
      by, an increase in prepaid expenses and other current assets of $6,136, an
      adjustment for gain on sale of investments of $3,723, and a decrease in deferred
      revenue of $175,315.





Net
      cash
      used in investing activities during the year ended June 30, 2007, consisted
      of
      property and equipment purchases of $57,507, investments purchases of $222,096
      and an increase in deposits of $5,892 which were offset by sale of investments
      of $9,293.





We
      believe our cash resources of $366,837 along with the $235,401 in certificate
      of
      deposits as of June 30, 2007, are sufficient to satisfy our current cash
      requirements over the next 12 months. In addition, based upon our prior
      experience, we believe we will generate sufficient cash flow from operations
      to
      also satisfy these requirements. We have expanded our business operations in
      Canada as outlined in the Milestone table, above. We estimate that we need
      $250,000 of capital to expand our operations in Canada.. Currently, we have
      generated sufficient cash flow from operations to satisfy the initial expansion.
      Should we need additional capital over the amount generated from cash flow,
      we
      hope to be able to raise additional capital from an offering of our stock in
      the
      future. However, this offering may not occur, or if it occurs, we may not raise
      the required funding. At this time, we have not secured or identified any
      additional financing. We do not have any firm commitments or other identified
      sources of additional capital from third parties or from our officers or
      directors or from shareholders. There can be no assurance that additional
      capital will be available to us, or that, if available, it will be on terms
      satisfactory to us. Any additional financing may involve dilution to our
      shareholders. In the alternative, additional funds may be provided from cash
      flow in excess of that needed to finance our day-to-day operations, although
      we
      may never generate this excess cash flow. If we raise additional capital or
      generate additional funds, we plan to use the funds to finance the minimum
      steps
      in the Milestone table that we would like to take to implement our business
      plan
      in the next 12 months; however, the amounts actually expended may vary
      significantly. Accordingly, we will retain broad discretion in the allocation
      of
      any additional capital that we may receive or funds that we may generate. If
      we
      do not raise additional capital or generate additional funds, implementation
      of
      our business plans as set forth in the Milestone table will be
      delayed.





Risk
      Factors





*Risk
      Related To Our Business*





**Because
      our Internet-based hosted home base travel agent and travel services company
      is
      a relatively new method to market travel services and to make travel
      arrangements, we face significant barriers to acceptance of our services.**





Our
      sales
      and revenues will not grow as we plan if people who want to become independent
      travel agents do not purchase our Independent Travel Agent Program product
      or
      become independent representatives selling this program, if consumers and
      businesses do not purchase significantly more travel products online than they
      currently do, or if the use of the Internet as a medium of commerce for travel
      products does not continue to grow or grows more slowly than expected. Consumers
      and businesses have traditionally relied on personal contact with travel agents
      and travel suppliers and are accustomed to a high degree of human interaction
      in
      purchasing travel products. The success of our business is dependent on a
      significant increase in the number of people who want to become independent
      travel agents who purchase our Independent Travel Agent Program product or
      become independent representatives selling this program and consumers and
      businesses who use the Internet to purchase travel products from our
      agents.




13





**Adverse
      changes or interruptions in our relationships with travel suppliers could affect
      our access to travel offerings and reduce our revenues.**





We
      rely
      on various arrangements with our airline, hotel and auto suppliers, and these
      arrangements 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
      arrangements 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 could 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.**




We
      distribute our products through independent representatives, and we depend
      upon
      them for sales revenue. For the six months ended December 31, 2006, 12% of
      our
      revenues were comprised of commissions. To increase our revenue, we must
      increase the number of, or the productivity of, our representatives.
      Accordingly, our success depends in significant part upon our ability to
      attract, retain and motivate a large base of representatives. There may be
      a
      high rate of turn-over among our representatives. Since our inception, we have
      had approximately 1,900 independent travel agents that have become inactive
      for
      non-payment of the annual fee after their first year as an agent. The loss
      of a
      significant number of representatives without replacements being secured for
      any
      reason could reduce sales of our products and could impair our ability to
      attract new representatives.




**If
      we fail to attract and retain representatives 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 new representatives. 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 representatives
      or increasing transaction volume. If we do not achieve our marketing objectives,
      our ability to grow and increase revenues may be impaired.





**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 representatives, 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.**





Our
      operations 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. In addition, our business interruption
      insurance may not adequately compensate us for losses that may
      occur.




14





**Rapid
      technological changes may render our technology obsolete or decrease the
      attractiveness of our products to representatives 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
      website, technology and systems may become obsolete.





Our
      future success will depend on our ability to do the following:





·
            enhance
                our existing products;


·
            develop
                and license new products and technologies that address the increasingly
                sophisticated and varied needs of our prospective customers and suppliers;
                and


·
            respond
                to technological advances and emerging industry standards and practices
                on
                a cost-effective and timely basis.





**Developing
      our website and other technology entails significant technical and business
      risks which could reduce our revenues.**





We
      may
      use new technologies ineffectively or we may fail to adapt our website,
      transaction processing systems and network infrastructure to consumer
      requirements or emerging industry standards. For example, our website
      functionality that allows searches and displays of ticket pricing and travel
      itineraries is a critical part of our service, and it may 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 representatives,
      customers and suppliers may forego the use of our products and use those of
      our
      competitors.





**Declines
      or disruptions in the travel industry, such as those caused by general economic
      downturns, terrorism, health concerns, 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;




15




·
            political
                instability and hostilities;


·
            fuel
                price escalation;


·
            travel-related
                accidents; and


·
            bankruptcies
                or consolidations of travel suppliers and vendors.





**Evolving
      government regulations could impose taxes or other burdens which increase the
      cost of travel or otherwise make travel less desirable, which could decrease
      demand for travel and have the potential to materially reduce our revenues.**





We
      must
      comply with laws and regulations applicable to online commerce and the sale
      of
      travel services. Increased regulation of the Internet or travel services or
      different applications of existing laws might slow the growth in the use of
      the
      Internet and commercial online services, or could increase the cost of travel
      services, which could decrease travel and thus lead to reduced commission
      revenues.





In
      addition to federal regulation, state and local governments could impose
      additional taxes on Internet-based sales or on travel services such as air
      fares
      and hotel room and car rental rates. We would not have to pay these taxes;
      rather, they would be added to the room rates or other travel purchased and
      paid
      directly by the traveler. However, these taxes would increase travel costs.
      Increased travel costs could decrease the demand for travel and thus lead to
      reduced commission revenues. Any state and local governments in any jurisdiction
      in which we do business could, without us being aware, impose additional taxes
      on Internet-based sales or on travel services such as air fares and hotel room
      and car rental rates, including increased hotel occupancy taxes. If these types
      of taxes were imposed and travel and related hotel bookings materially
      decreased, the amount of commissions we receive and thus our revenues could
      be
      materially reduced. The statutes and case law governing online commerce are
      still evolving, and new laws, regulations or judicial decisions may impose
      on us
      additional risks which may lead to reduced revenues. 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.




**Because
      our market is seasonal, our quarterly results could fluctuate.**





Our
      market experiences seasonal fluctuations, reflecting seasonal trends for the
      products offered by our representatives, as well as Internet services generally.
      For example, traditional leisure travel bookings are higher in the first two
      calendar quarters of the year in anticipation of spring and summer vacations
      and
      holiday periods, but online travel reservations may decline with reduced
      Internet usage during the summer months. In the last two quarters of the
      calendar year, demand for travel products generally declines and the number
      of
      bookings flattens or decreases. These factors could cause our revenues to
      fluctuate from quarter to quarter. Our results may also be affected by seasonal
      fluctuations in the inventory made available to us by travel
      suppliers.





**Our
      business is exposed to risks associated with online commerce security and credit
      card fraud which could reduce our revenues.**





Consumer
      concerns over the security of transactions conducted on the Internet or the
      privacy of users may inhibit the growth of the Internet and online commerce.
      To
      transmit confidential information such as customer credit card numbers securely,
      we rely on encryption and authentication technology. Unanticipated events or
      developments could result in a compromise or breach of the systems we use to
      protect customer transaction data. Our servers and those of our service
      providers may be vulnerable to viruses or other harmful code or activity
      transmitted over the Internet. A virus or other harmful activity could cause
      a
      service disruption.





In
      addition, we bear financial risk from products or services purchased with
      fraudulent credit card data. Although we have implemented anti-fraud measures,
      a
      failure to adequately control fraudulent credit card transactions 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 representatives as we could were they our own employees, our
      representatives 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 representatives as we would if
      such
      representatives were our own employees. As a result, there can be no assurance
      that our representatives will participate in our marketing strategies or plans,
      accept our introduction of new products and services, or comply with our
      policies and procedures.




16





**Because
      it can be difficult to enforce policies and procedures designed to govern the
      conduct of our representatives and to protect the goodwill associated with
      our
      business because of the number of representatives and their independent status,
      our revenues could be reduced if we fail to enforce these policies and
      procedures.**





Violations
      by our representatives of applicable laws or 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 representatives.





Adverse
      publicity concerning any actual or purported failure of us or our
      representatives 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 representatives, which would reduce our revenues. We cannot ensure that
      all representatives will comply with applicable legal requirements.





**Our
      marketing program could be found not to be in compliance with current or newly
      adopted laws or regulations in one or more markets, which could prevent us
      from
      conducting our business in these markets and reduce our revenues.**





Our
      network marketing program is subject to a number of federal and state
      regulations administered by the Federal Trade Commission and various state
      agencies in the United States. We are subject to the risk that, in one or more
      markets, our network marketing program could be found not to be in compliance
      with applicable laws or regulations. Regulations applicable to network marketing
      organizations generally are directed at preventing fraudulent or deceptive
      schemes, often referred to as "pyramid" or "chain sales" schemes, by ensuring
      that product sales ultimately are made to consumers and that advancement within
      an organization is based on sales of the organization's products rather than
      investments in the organization or other non-retail sales-related criteria.
      The
      regulatory requirements concerning network marketing programs do not include
      "bright line" rules and are inherently fact-based and thus, even in
      jurisdictions where we believe that our network marketing program is in full
      compliance with applicable laws or regulations governing network marketing
      systems, we are subject to the risk that these laws or regulations or the
      enforcement or interpretation of these laws and regulations by governmental
      agencies or courts can change. The failure of our network marketing program
      to
      comply with current or newly adopted regulations could reduce our
      revenues.





We
      are
      also subject to the risk of private party challenges to the legality of our
      network marketing program. The multi-level marketing programs of other companies
      have been successfully challenged in the past. An adverse judicial determination
      with respect to our network marketing program, or in proceedings not involving
      us directly but which challenge the legality of multi-level marketing systems,
      in any market in which we operate, could reduce our revenues.





**Because
      insiders control our activities, they may block or deter actions that you might
      otherwise desire that we take and may cause us to act in a manner that is most
      beneficial to such insiders and not to outside
      shareholders.**





Our
      CEO,
      President and sole director, Mr. Paul Henderson, controls approximately 52.3%
      of
      our common stock, and we do not have any non-employee directors. As a result,
      he
      effectively controls all matters requiring director and stockholder approval,
      including the election of directors, the approval of significant corporate
      transactions, such as mergers and related party transaction. He also has the
      ability to block, by his ownership of our stock, an unsolicited tender offer.
      This concentration of ownership could have the effect of delaying, deterring
      or
      preventing a change in control of our company that you might view favorably.




17





**Our
      management decisions are made by Paul Henderson, CEO and President; if we lose
      his services, our revenues may be reduced.**





The
      success of our business is dependent upon the expertise of Paul Henderson,
      CEO
      and President. Because Paul Henderson is essential to our operations, you must
      rely on his management decisions. Paul Henderson, CEO and President will
      continue to control our business affairs after the filing. We have not obtained
      any key man life insurance relating to Paul Henderson. Paul is currently subject
      to an IRS lien. If we lose his services, we may not be able to hire and retain
      another CEO or President with comparable experience. As a result, the loss
      of
      the services of Paul Henderson could reduce our revenues.





*Risk
      Related To Our Common Stock*





Pro
      Travel Network, Inc. (Pink Sheets: PTVL) completed the necessary SEC filings
      and
      began trading as a publicly held company on November 27, 2006.





**Because
      the offering price of our most recent sales of common stock of $1.25 per share
      was arbitrarily set by our Board of Directors and accordingly does not indicate
      the actual value of our business, investors may not be able to sell their stock
      for a price in excess of $1.25 per share and thus could suffer an investment
      loss.**





The
      offering price of our most recent sales of common stock of $1.25 per share
      was
      not based upon earnings or operating history, does not reflect our actual value,
      and bears no relation to our earnings, assets, book value, net worth or any
      other recognized criteria of value. No independent investment banking firm
      was
      retained to assist in determining the offering price for the shares.
      Accordingly, the offering price should not be regarded as an indication of
      any
      future price of our stock. Any investors in our common stock, including those
      who invest in our common stock at a price less than $1.25 per share, could
      suffer an investment loss.





**Because
      sales of our common stock under Rule 144 could reduce the price of our stock
      investors may not be able to sell their stock for a price in excess of the
      price
      they paid to acquire our stock and thus could suffer an investment loss.**





As
      of
      November 13, 2006, there are 900,340 shares of our common stock held by
      non-affiliates and 23,000,000 shares of our common stock held by officers,
      directors and stockholders that currently own more than 5% of our securities
      that Rule 144 of the Securities Act of 1933 defines as restricted securities.
      We
      registered 400,340 of these shares with the SEC on a registration statement
      on
      Form SB-2, as amended, File No. 333-132127, which was declared effective on
      July
      19, 2006. No Shares have been sold pursuant to Rule 144 of the Securities Act
      of
      1933.





In
      addition to the registered shares that are available for resale, as a result
      of
      the provisions of Rule 144, restricted securities could be available for sale
      in
      a public market, if developed, generally beginning 90 days after the effective
      date of the registration statement, assuming the holding period, volume and
      method of sale limitations in Rule 144 can be satisfied to the extent required.
      The availability for sale of substantial amounts of common stock under Rule
      144
      could reduce prevailing market prices for our securities.





**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.





18


Item
      7.Financial
      Statements.




**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Board of Directors


Pro
      Travel Network, Inc.


Fresno,
      California





We
      have
      audited the accompanying balance sheet of Pro Travel Network, Inc. as of June
      30, 2007 and 2006 and the related statements of operations, changes in
      shareholders’ equity, and cash flows for the years then ended. These financial
      statements are the responsibility of the management of Pro Travel Network,
      Inc.
      Our responsibility is to express an opinion on these financial statements based
      on our audits.





We
      conducted our audits in accordance with standards of the Public Company
      Accounting Oversight Board (United States). These standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audits provide a
      reasonable basis for our opinion.





In
      our
      opinion, the accompanying financial statements present fairly, in all material
      respects, the financial position of Pro Travel Network, Inc. as of June 30,
      2007
      and 2006, and the results of its operations and cash flows for the years then
      ended in conformity with accounting principles generally accepted in the United
      States of America.




/S/
      Malone & Bailey, PC




Malone
      & Bailey, PC


www.malone-bailey.com


Houston,
      Texas





October
      5, 2007





19





**PRO
      TRAVEL NETWORK, INC.**


**BALANCE
      SHEETS**




**June
                30,****2007**
            
            **2006****ASSETS****CURRENT
                ASSETS**Cash
                and cash equivalents
            
            $
            366,837
            
            $
            366,881Accounts
                receivable
            
            
            2,805
            
            
            56,175Inventory
            
            
            18,096
            
            
            18,735Investments
            
            
            341,863
            
            
            137,041Prepaid
                expenses
            
            
            26,058
            
            
            19,922Total
                current assets
            
            
            755,659
            
            
            598,754**PROPERTY
                and EQUIPMENT, net**
            
            
            75,890
            
            
            40,531**OTHER
                ASSETS**Security
                deposits, net of allowance of $35,353
            
            
            121,178
            
            
            115,286**TOTAL
                ASSETS**
            
            $
            952,727
            
            $
            754,571**LIABILITIES
                AND SHAREHOLDERS’ EQUITY****CURRENT
                LIABILITIES**Accounts
                payable
            
            $
            9,721
            
            $
            45,355Accrued
                expenses
            
            
            323,155
            
            
            206,770Deferred
                national event revenue
            
            
            5,241
            
            
            180,556Total
                current liabilities
            
            
            338,117
            
            
            432,681**SHAREHOLDERS’
                EQUITY**Common
                stock, $.001 par value; 50,000,000 shares authorized,25,680,340
                and 23,900,340 shares issued and outstanding
            
            
            25,680
            
            
            23,900Additional
                paid-in-capital
            
            
            2,919,977
            
            
            654,775Accumulated
                deficit
            
            
            (2,309,111
            )
            
            (346,553
            )Accumulated
                other comprehensive loss
            
            
            (21,936
            )
            
            (10,232
            )Total
                shareholders’ equity
            
            
            614,610
            
            
            321,890**TOTAL
                LIABILITIES AND SHAREHOLDERS’ EQUITY**
            
            $
            952,727
            
            $
            754,571




The
      accompanying notes are an integral part of the financial
      statements.




20





**PRO
      TRAVEL NETWORK, INC.**


**STATEMENTS
      OF OPERATIONS**




**For
                the Years Ended****June
                30,****2007**
            
            **2006****REVENUE**Travel
                agent products
            
            $
            2,825,565
            
            $
            2,118,683National
                events
            
            
            634,950
            
            
            406,500Commissions
            
            
            1,068,240
            
            
            382,367Total
                revenues
            
            
            4,528,755
            
            
            2,907,550**COST
                OF REVENUES**Travel
                agent products
            
            
            1,458,556
            
            
            1,171,113National
                events
            
            
            543,611
            
            
            380,176Commissions
            
            
            696,841
            
            
            273,997Total
                cost of revenues
            
            
            2,699,008
            
            
            1,825,285Gross
                profit
            
            
            1,829,747
            
            
            1,082,265**OPERATING
                EXPENSES**Compensation
                expense
            
            
            1,447,454
            
            
            611,930Professional
                and consulting fees
            
            
            1,835,326
            
            
            99,041General
                and administrative expenses
            
            
            502,643
            
            
            365,771Depreciation
                expense
            
            
            22,148
            
            
            16,696Total
                operating expenses
            
            
            3,807,571
            
            
            1,093,438Loss
                from operations
            
            
            (1,977,824
            )
            
            (11,173
            )**OTHER
                INCOME (EXPENSE)**Interest
                income, net
            
            
            13,997
            
            
            5,477Gain
                on sale of investments
            
            
            3,723
            
            
            1,353Loss
                on foreign currency
            
            
            (2,454
            )
            
            (181
            )Net
                loss applicable to common stock
            
            
            (1,962,558
            )
            
            (4,524
            )Unrealized
                loss on investments
            
            
            (11,704
            )
            
            (10,232
            )Comprehensive
                loss
            
            $
            (1,974,262
            )
            $
            (14,756
            )Per
                Share DataBasic
                and diluted net loss per share
            
            $
            (
                0.08
            )
            $
            (0.00
            )Weighted
                average shares outstanding
            
            
            24,311,381
            
            
            23,785,041




The
      accompanying notes are an integral part of the financial
      statements.




21





**PRO
                TRAVEL NETWORK, INC.****STATEMENTS
                OF CHANGES IN SHAREHOLDERS’ EQUITY****For
                the Years Ended June 30, 2007 and
                2006**




Common
                Shares
            
            Common
                Stock
            
            Additional
                Paid in Capital
            
            Retained
                Earnings
            
            Accumulated
                Other Comprehensive Loss
            
            TotalBalances,
                June 30, 2005
            
            
            23,709,000
            
            $
            23,709
            
            $
            430,791
            
            $
            (342,029
            )
            $
            -
            
            $
            112,471Stock
                issued for:Cash
            
            
            171,340
            
            
            171
            
            
            214,004
            
            
            -
            
            
            -
            
            
            214,175Services
            
            
            20,000
            
            
            20
            
            
            9,980
            
            
            -
            
            
            -
            
            
            10,000Unrealized
                gain (loss) on investments
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (10,232
            )
            
            (10,232
            )Net
                income
            
            
            -
            
            
            -
            
            
            -
            
            
            (4,524
            )
            
            -
            
            
            (4,524
            )Balances,
                June 30, 2006
            
            
            23,900,340
            
            $
            23,900
            
            $
            654,775
            
            $
            (346,553
            )
            $
            (10,232
            )
            $
            321,890Stock
                issued for:Cash
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            
            
            
            -Services
            
            
            1,780,000
            
            
            1,780
            
            
            1,182,720
            
            
            -
            
            
            
            
            
            1,184,500Warrant
                expense
            
            
            
            
            
            
            
            
            1,082,482
            
            
            
            
            
            
            
            
            1,082,482Unrealized
                gain (loss) on investments
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (11,704
            )
            
            (11,704
            )Net
                income
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,962,558
            )
            
            -
            
            
            (1,962,558
            )Balances,
                June 30, 2007
            
            
            25,680,340
            
            $
            25,680
            
            $
            2,919,977
            
            $
            (2,309,111
            )
            $
            (21,936
            )
            $
            614,610





The
      accompanying notes are an integral part of the financial
      statements.




22





**PRO
      TRAVEL NETWORK, INC.**


**STATEMENTS
      OF CASH FLOWS**





**For
                the Year Ended****June
                30,****2007**
            
            **2006****Cash
                flows from operating activities**Net
                loss
            
            $
            (1,962,558
            )
            $
            (4,524
            )Adjustments
                to reconcile net loss to netcash provided by operating activities:Share-based
                compensation
            
            
            2,266,982
            
            
            10,000Gain
                on sale of investments
            
            
            (3,723
            )
            
            (1,353
            )Depreciation
                and amortization
            
            
            22,148
            
            
            16,696Changes
                in assets and liabilities:Accounts
                receivable
            
            
            53,370
            
            
            (33,170
            )Inventory
            
            
            639
            
            
            (8,448
            )Prepaid
                expenses and other current assets
            
            
            (6,137
            )
            
            25,819Accounts
                payable and accrued expenses
            
            
            80,752
            
            
            168,349Deferred
                revenue
            
            
            (175,315
            )
            
            58,778Net
                cash provided by operating activities
            
            
            276,158
            
            
            232,147**Cash
                flows from investing activities**Purchase
                of property and equipment
            
            
            (57,507
            )
            
            (15,950
            )Purchase
                of investments
            
            
            (222,096
            )
            
            (161,503
            )Sale
                of investments
            
            
            9,293
            
            
            15,584Deposits
            
            
            (5,892
            )
            
            (1,910
            )Net
                cash flows used in investing activities:
            
            
            (276,202
            )
            
            (163,779
            )**Cash
                flows from financing activities**Proceeds
                from issuance of common stock
            
            
            -
            
            
            214,175Net
                increase (decrease) in cash and cash equivalents
            
            
            (44
            )
            
            282,543**Cash
                and cash equivalents**Beginning
                of year
            
            
            366,881
            
            
            84,338End
                of year
            
            $
            366,837
            
            $
            366,881





**Supplemental
                Disclosures**Cash
                Paid During the Year for:Interest
            
            $
            -
            
            $
            -Income
                taxes
            
            
            -
            
            
            -Non-Cash
                Investing Activities:Unrealized
                loss on investment
            
            $
            11,704
            
            $
            10,232




The
      accompanying notes are an integral part of the financial
      statements.




23




**Pro
      Travel Network, Inc.**


Notes
      to
      Financial Statements


June
      30,
      2007


**NOTE
      A - THE COMPANY**





*Nature
      of Business*





Pro
      Travel Network, Inc. (the “Company” or “Pro Travel”) is a Nevada corporation
      that was incorporated on October 23, 2003. The Company was initially named
      PTN
      Investment Group, Inc. and up through May 2005 was doing business as Pro Travel
      Network. In May 2005, the Company amended its Articles of Incorporation and
      changed its name to Pro Travel Network, Inc.





Pro
      Travel serves the travel industry by providing tools, support systems, and
      comprehensive training for its extensive network of independent, home-based
      travel agents throughout North America.





**NOTE
      B — SIGNIFICANT ACCOUNTING POLICIES**





*Use
      of Estimates*





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities, disclosure of contingent assets and liabilities at the date of
      the
      financial statements, and the reported amounts of revenues and expenses during
      the reporting period. Actual results could differ from those
      estimates.





*Cash
      and Cash Equivalents*





Pro
      Travel considers all highly liquid investments with original maturities of
      three
      months or less at the date of purchase to be cash equivalents.





*Credit
      Risk*





Pro
      Travel is subject to credit risk relative to its trade receivables. However,
      credit risk with respect to trade receivables is minimized due to the nature
      of
      its customer base and the geographic dispersion of such customers. The
      Company estimates losses for uncollectible trade receivables based on the aging
      of the accounts receivable and the evaluation of the likelihood of success
      in
      collecting the receivable. For
      the
      years ended June 30, 2007, and 2006, respectively, the
      Company has determined that no allowance for doubtful accounts is
      necessary.





Cash
      balances exceeded FDIC insurance protection levels by approximately $9,584
      at
      June 30, 2007 and at certain points throughout the year subjecting Pro Travel to
      risk related to the un-protected balance. Pro Travel has determined that the
      risk of loss associated with these un-protected balances is remote and therefore
      no adjustment for the risk has been provided for the year ending June 30,
      2007.





*Inventories*





Inventories
      consist primarily of training aids provided to travel agents who register in
      our
      Independent Travel Agent Program and other promotional products and are valued
      at the lower of cost (determined using an average cost method)or market. Pro
      Travel records provisions to write down its inventory for estimated obsolescence
      or unmarketable inventory equal to the difference between cost of the inventory
      and its estimated market value based on assumptions about future market demand
      and market conditions. For the years ended June 30, 2007, and 2006,
      respectively, the Company has determined that no obsolete or slow-moving
      inventory valuation is necessary.




24


*Investments*





Pro
      Travel  classifies
      its investments as held-to-maturity or available-for-sale based upon the nature
      of the investment. Held-to-maturity investment primarily consist of certificated
      of deposit. Earnings on held-to-maturity investments in reflected as a component
      of net income or loss. Available-for-sale securities are primarily marketable
      equity securities which are reported at estimated fair value with unrealized
      gains and losses included in other comprehensive income or loss net of
      applicable deferred income taxes. Realized gains and losses on sales are
      recognized in comprehensive income on the specific identification basis. The
      estimated fair values of investments are based on quoted market prices or dealer
      quotes.





*Property
      and Equipment*





Property
      and equipment are recorded at cost. The cost and related accumulated
      depreciation of assets sold, retired or otherwise disposed of are removed from
      the respective accounts, and any resulting gains or losses are included in
      the
      Statements of Operations. Depreciation is computed for financial reporting
      purposes using the straight-line method over the estimated useful lives of
      the
      related assets as follows:





Furniture
                and fixtures
            7
                years





Computers
                and software
            3
                years





Leasehold
                improvements
            Shorter
                of asset life or term of lease





Depreciation
      and amortization expense related to property and equipment was approximately
      $22,148 and $16,696 for the years ended June 30, 2007, and 2006,
      respectively.





*Revenue
      Recognition*





Pro
      Travel  recognizes
      revenue when persuasive evidence of an arrangement exists, services have been
      rendered, the sale price is fixed and determinable and collect-a is reasonably
      assured. Pro Travel’s primary sources of revenue are discussed
      below.





**Travel
      Agent Products**





Pro
      Travel’s revenues from sales of travel agent products primarily relate to sales
      of its independent travel agent package kit (“ITAP Kit”) and sales of its
      representative trainer program license (“RT License”). Purchasers of the ITAP
      Kit receive every thing they need to start their own travel agency and become
      an
      independent travel agent. Purchasers of the RT License gain access to the
      network marketing side of the Company’s business.





**National
      Event Services**





National
      event services revenues relate to special promotional training events Pro Travel
      organizes for purchasers of its travel agent products that are held three to
      four times a year at resort destination locations. These are training events
      designed to give Pro Travel’s independent travel agents the opportunity to
      enhance their skills by learning new and innovative ways to maximize the
      earnings potential of their recently acquired travel agent products. Since
      these
      training events occur at a specific point in time, all proceeds received from
      participants and expenditures paid to the resort vendors are deferred and
      recognized in the period in which the event occurs. Pro Travel evaluates the
      proceeds received from participants relative to non-refundable event
      expenditures that it has made on a monthly basis to assess expected
      profitability. At such time as Pro Travel makes a determination that it is
      probable that it will not realize participant bookings sufficient to cover
      its
      non-refundable event expenditures Pro Travel recognizes a charge equal to the
      anticipated deficiency.




25





**Commission
      Revenue**





Pro
      Travel has negotiated arrangements with many travel industry vendors (e.g.,
      hotels, vacation resorts and cruise lines) (“Preferred Suppliers”) that provide
      the Company the opportunity to earn a commission when one of its independent
      travel agents makes a booking with one of the Preferred Suppliers. At the time
      Pro Travel sells one of its ITAP Kits, it also enters into an agreement with
      the
      independent travel agent wherein the independent travel agent agrees that it
      will earn a percentage (typically 70%) of any commissions generated from
      bookings with Preferred Suppliers. As the host travel agency, Pro Travel
      receives the commission payment directly from the Preferred Supplier. Upon
      receipt of the commission from the Preferred Supplier, Pro Travel recognizes
      revenue equal to the gross commission received and recognizes an expense equal
      to the percentage of the commission due the independent travel
      agent.





**Allowance
      for Cancellations and Returns**





Pro
      Travel provides an allowance for cancellations and returns of travel agent
      products based on historical experience. Cancellations and returns are applied
      to the allowance when realized. No allowance was considered necessary as of
      June
      30, 2007 and 2006.





*Income
      Taxes*





Pro
      Travel recognizes
      deferred income tax liabilities and assets for the expected future tax
      consequences of events that have been included in the financial statements
      or
      tax returns. Deferred income tax liabilities and assets are determined based
      on
      the difference between the financial statement and the tax basis of assets
      and
      liabilities using enacted tax rates in effect for the year in which the
      differences are expected to reverse. Pro
      Travel recognizes deferred tax assets if it is more likely than not that the assets
      will be realized in future years.





*Stock-Based
      Compensation*





From
      time
      to time, Pro
      Travel issues
      shares of common stock to its directors, certain employees and non-employee
      service providers. Pro
      Travel recognizes
      the estimated fair value of those shares at the date of grant as unearned
      compensation and amortizes such amount to compensation expense ratably over
      the
      vesting period of each grant. In those instances where the award is immediately
      vested, Pro
      Travel recognizes
      a charge for stock based compensation on the grant date..





*New
      Accounting Standards*





In
      December 2004, the FASB issued SFAS No.123R, " *Accounting
      for Stock-Based Compensation* ".
      SFAS
      No.123R establishes standards for the accounting for transactions in which
      an
      entity exchanges its equity instruments for goods or services. This Statement
      focuses primarily on accounting for transactions in which an entity obtains
      employee services in share-based payment transactions. SFAS No.123R requires
      that the fair value of such equity instruments be recognized as expense in
      the
      historical financial statements as services are performed. Prior to SFAS
      No.123R, only certain pro forma disclosures of fair value were required. Pro
      Travel adopted
      SFAS No. 123R as of January 1, 2006.





*Net
      Income Per Common Share*





Basic
      net
      income (loss) per common share amounts are computed using the weighted average
      number of common shares outstanding during the year. Diluted per common share
      amounts are computed using the weighted average number of common shares
      outstanding during the year and dilutive potential common shares. Dilutive
      potential common shares consist of stock options, stock warrants and Redeemable
      Convertible Preferred Stock and are calculated using the treasury stock method.
      As of June 30, 2007 and 2006, there were no dilutive potential common shares
      outstanding.




26





**NOTE
      C — INVESTMENTS**





The
      aggregate amortized cost, gross unrealized gains, gross unrealized losses,
      and
      estimated fair value, available for sale securities by major security type
      at
      June 30, 2007 and 2006, is as follows:





**2007**Gross
            
            Gross
            
            EstimatedUnrealized
            
            Unrealized
            
            FairDescription
            
            Cost
            
            Gains
            
            Losses
            
            Value**Held-to-maturity**Certificate
                of deposits (Due in less than one year)
            
            $
            235,401
            
            $
            -
            
            $
            -
            
            $
            235,401**Available-for-sale**Corporate
                equity investments
            
            
            128,398
            
            
            -
            
            
            21,936
            
            
            106,462Total
            
            $
            363,799
            
            $
            -
            
            $
            21,936
            
            $
            341,863




**2006**Gross
            
            Gross
            
            EstimatedUnrealized
            
            Unrealized
            
            FairDescription
            
            Cost
            
            Gains
            
            Losses
            
            Value**Held-to-maturity**Certificate
                of deposits (Due in less than one year)
            
            $
            125,428
            
            $
            -
            
            $
            -
            
            $
            125,428**Available-for-sale**Corporate
                equity investments
            
            
            21,845
            
            
            -
            
            
            10,232
            
            
            11,613Total
            
            $
            147,273
            
            $
            -
            
            $
            10,232
            
            $
            137,041




**NOTE
      D — PROPERTY & EQUIPMENT**





Property
      & equipment as of June 30, 2007 and 2006, consists of the
      following:





**June
                30,**Description
            
            **2007**
            
            **2006**Furniture
                and fixtures
            
            $
            38,243
            
            $
            19,087Equipment
            
            
            61,658
            
            
            24,725Websites/Software
            
            
            29,616
            
            
            28,198Total
                property and equipment
            
            
            129,517
            
            
            72,010Less
                accumulated depreciation
            
            
            53,627
            
            
            31,479Property
                and equipment, net
            
            $
            75,890
            
            $
            40,531




**NOTE
      E — COMMON STOCK**





*Issuances
      for Services*





On
      January 5, 2007, Pro Travel Network, Inc. issued 180,000 shares of common stock
      to ten (10) employees based on a two year plus vesting with the company. The
      market value of the 180,000 shares was $180,000 as of January 5, 2007 based
      upon
      a closing price of $1.00 on that date.





On
      January 12, 2007, Pro Travel Network, Inc. issued 350,000 shares of common
      stock
      to Paul Henderson, President and CEO, as a bonus for services rendered. The
      market value of the 350,000 shares was $350,000 as of January 5, 2007 based
      upon
      a closing price of $1.00 on that date.




27





On
      May
      07, 2007, Pro Travel Network, Inc. issued 100,000 shares of common stock to
      Raymond Lopez, Vice President and COO, as part of his compensation. The market
      value of the 100,000 shares was $52,000 as of May 07, 2007 based upon a closing
      price of $.52 on that date.





On
      May
      18, 2007, Pro Travel Network, Inc. issued 1,000,000 shares of common stock
      to
      Dorothy Harmon, for services rendered. The market value of the 1,000,000 shares
      was $520,000 as of May 18, 2007 based upon a closing price of $.52 on that
      date.





On
      June
      06, 2007, Pro Travel Network, Inc. issued 100,000 shares of common stock to
      Unlimited Profits.Com, Inc., for services rendered. The market value of the
      100,000 shares was $55,000 as of June 06, 2007 based upon a closing price of
      $.55 on that date.





On
      June
      22, 2007, Pro Travel Network, Inc. issued 20,000 shares of common stock to
      Corazon Lacsamana, Regional Training Director, for services rendered. The market
      value of the 20,000 shares was $11,000 as of June 22, 2007 based upon a closing
      price of $.55 on that date.





On
      June
      22, 2007, Pro Travel Network, Inc. issued 20,000 shares of common stock to
      James
      Estes, for services rendered. The market value of the 20,000 shares was $11,000
      as of June 22, 2007 based upon a closing price of $.55 on that
      date.





On
      June
      22, 2007, Pro Travel Network, Inc. issued 10,000 shares of common stock to
      Douglas Singer, for services rendered. The market value of the 10,000 shares
      was
      $5,500 as of June 22, 2007 based upon a closing price of $.55 on that
      date.





**NOTE
      F — STOCK WARRANTS**





On
      January 19, 2007, we entered into a consulting agreement with Donald W. Sapaugh.
      In accordance with the terms and provisions of the consulting agreement: (i)
      we
      shall issue to Mr. Sapaugh 500,000 warrants to purchase up to 500,000 of our
      restricted common stock (250,000 shares at $0.30 per share, 100,000 shares
      at
      $0.40 per share, 100,000 shares at $0.50 per share, 25,000 shares at $1.00
      per
      share and 25,000 shares at $1.50 per share) ; and (ii) Mr. Sapaugh shall perform
      such consulting services involving general business matters and other business
      consulting as mutually agreed upon. Compensation cost has been recognized in
      the
      financial statements for warrants issued to Mr. Sapaugh for consulting services
      in the amount of $541,241.





On
      January 19, 2007, we entered into a consulting agreement with Hunter M. A.
      Carr.
      In accordance with the terms and provisions of the consulting agreement: (i)
      we
      shall issue to Mr. Carr 500,000 warrants to purchase up to 500,000 of our
      restricted common stock (250,000 shares at $0.30 per share, 100,000 shares
      at
      $0.40 per share, 100,000 shares at $0.50 per share, 25,000 shares at $1.00
      per
      share and 25,000 shares at $1.50 per share) ; and (ii) Mr. Carr shall perform
      such consulting services involving general business matters and other business
      consulting as mutually agreed upon. Compensation cost has been recognized in
      the
      financial statements for warrants issued to Mr. Carr for consulting services
      in
      the amount of $541,241





Summary
                information regarding warrants is as follows:Weighted
                AverageWarrants
            
            Share
                PriceOutstanding
                at June 30, 2006
            
            
            -
            
            $
            -Issued
            
            
            1,000,000
            
            
            0.46Exercised
            
            
            -
            
            
            -Forfeited
            
            
            -
            
            
            -Outstanding
                at June 30, 2007
            
            
            1,000,000
            
            $
            0.46





The
      weighted average fair value of the warrants issued was $1.13. Variables used
      in
      the Black Scholes warrant pricing model includes (i) 5.1% risk-free interest
      rate (ii) expected life of six months (iii) expected volatility of 107% and
      (iv)
      zero expected dividends.




28




Warrants
                outstanding and exercisable as of June 30,
                2007:




Outstanding
            
            ExercisableNumber
            
            Remaining
            
            NumberExercise
                Price
            
            of
                Warrants
            
            Life
            
            of
                Shares$
            0.30
            
            
            500,000
            
            
            1
                year
            
            
            500,000$
            0.40
            
            
            200,000
            
            
            1
                year
            
            
            200,000$
            0.50
            
            
            200,000
            
            
            1
                year
            
            
            200,000$
            1.00
            
            
            50,000
            
            
            1
                year
            
            
            50,000$
            1.50
            
            
            50,000
            
            
            1
                year
            
            
            50,0001,000,000
            
            
            
            
            
            1,000,000




**NOTE
      G —** **COMMITMENTS
      AND CONTINGENCIES**





Pro
      Travel leases
      office space under three non-cancelable operating leases. Rent expense was
      $78,368 and $55,342 for the years ended June 30, 2007, and 2006,
      respectively.





The
      lease
      on our primary operating facility was amended in April, 2007, and monthly rent
      was increased, effective July, 2007. The amount of the increase was due to
      an
      additional 2,802 square feet bring our total office space to 6,059 square feet.
      All other terms remain the same. On June 27, 2006, we leased 1,000 square feet
      of office space in London, Ontario Canada under a one year non-cancelable
      operating lease beginning in July 2006. On March 1, 2007, we moved our offices
      from London, Ontario Canada to Mississauga, Ontario Canada and leased 1,000
      square feet of office space under a one year non-cancelable operating lease
      beginning in March 2007. Future minimum rental payments, by year and in
      aggregate under these leases are as follows and include 3 months of prepaid
      rent
      for our principal place of business for the July 2007 and July/August
      2008.





**Year
                Ending June 30,**
            
            **Amount**2008
            
            $
            118,9032009
            
            
            108,8632010
            
            
            108,8632011
            
            
            108,8632012
            
            
            108,863$
            554,355





During
      the normal course of business, Pro Travel may become involved in various claims
      and legal actions. Management of the Company establishes estimated liabilities
      for contingencies consistent with guidance prescribed in SFAS 5. Currently,
      Management believes the Company has no material exposure related to litigation
      or other loss contingencies and therefore no provision has been made for
      potential loss contingencies for the years ending June 30, 2007, and 2006,
      respectively.





**NOTE
      H - SECURITY DEPOSITS**





Deposits
      are comprised of operating lease deposits of approximately $21,178 and amounts
      on deposit with two third-party credit card payment processing services that
      serve as collateral in case the Company ceased operations or experienced
      excessive charge backs with its customers totaling $135,353. Of the $135,353,
      approximately $35,353 relates to a credit card processing service that ceased
      operations prior to returning Pro Travel’s deposit. Although Pro Travel is
      pursuing collection of this amount, it has provided an allowance for the entire
      balance.




29





**NOTE
      I - ACCRUED EXPENSES**





Accrued
      Expenses consist of the following at June 30, 2007 and 2006:





**June
                30,****2007**
            
            **2006**Rep
                commissions payable
            
            $
            146,921
            
            $
            73,285PTN
                Reward Points payable
            
            
            82,376
            
            
            70,963Accrued
                employee salaries and benefits
            
            
            61,408
            
            
            62,522Other
                expenses
            
            
            32,450
            
            
            -Total
                accrued liabilities
            
            $
            323,155
            
            $
            206,770





**NOTE
      J - DEFERRED NATIONAL EVENT REVENUE**





Represents
      payments received in advance for National Events that are scheduled to take
      place in a future period. Revenue will be recognized by Pro Travel when this
      scheduled event takes place and expenses related to this event are incurred.





**NOTE
      I - INCOME TAXES**





Income
      taxes are not due since Pro Travel has continued to operate at net loss since
      inception. Pro Travel has deductible net operating losses of approximately
      $2,021,758 at June 30, 2007. These losses begin to expire in 2025. Components
      of
      deferred tax assets and liabilities at June 30, 2007 and 2006 are as
      follows:





**June
                30,****2007**
            
            **2006**Deferred
                tax asset-net operating loss carry-forwards
            
            $
            716,990
            
            $
            9,373Deferred
                tax liability-unrealized holding loss on investments
            
            
            (7,677
            )
            
            (3,531
            )Valuation
                allowance
            
            
            (709,313
            )
            
            (5,844
            )Net
                deferred tax asset
            
            $
            -
            
            $
            -





Pro
      Travel has recorded a full valuation allowance against its deferred tax asset
      since it believes it is likely that such deferred tax asset will not be
      realized.





30





**Item
                8.**
            **Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure.**





None.





**Item
                8A.**
            **Controls
                and Procedures.**





Evaluation
      of Disclosure Controls and Procedures




Our
      Chief
      Executive Officer and Principal Financial Officer has evaluated the
      effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15
      under the Exchange Act. In designing and evaluating the disclosure controls
      and
      procedures, management recognized that any controls and procedures, no matter
      how well designed and operated, can provide only reasonable assurance of
      achieving the desired control objectives. In addition, the design of disclosure
      controls and procedures must reflect the fact that there are resource
      constraints and that we are required to apply our judgment in evaluating the
      benefits of possible controls and procedures relative to our costs.





Based
      on
      that evaluation, our Chief Executive Officer and Principal Financial Officer
      has
      concluded that, as of the end of the period covered by this report, our
      disclosure controls and procedures are not effective to provide reasonable
      assurance that information required to be disclosed by us in the reports that
      we
      file or submit under the Exchange Act (i) is accumulated and communicated to
      our
      management, including our Chief Executive Officer and Principal Financial
      Officer, as appropriate, to allow timely decisions regarding required
      disclosure, and (ii) is recorded, processed, summarized and reported within
      the
      time periods specified in the Commission’s rules and forms.





The
      deficiencies in our internal control related to expense recognition and proper
      recording of share based compensation. We are in the process of improving our
      internal control over financial reporting in an effort to remediate these
      deficiencies through improved supervision and training of our accounting staff.
      These deficiencies have been disclosed to our Board of Directors. Additional
      effort is needed to fully remedy these deficiencies and we are continuing our
      efforts to improve and strengthen our control processes and procedures. Our
      management and directors will continue to work with our auditors and other
      outside advisors to ensure that our controls and procedures are adequate and
      effective.




Changes
      in Internal Control over Financial Reporting





There
      were no changes in our internal control over financial reporting that occurred
      during the period covered by this report that have materially affected, or
      are
      reasonably likely to materially affect, our internal control over financial
      reporting.





**Item
                8B.**
            **Other
                Information.**





None




31





**PART
      III**





**ITEM
      9.**  **DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
      GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT**





**IDENTIFICATION
      OF DIRECTORS AND EXECUTIVE OFFICERS**





All
      of
      our directors hold office until the next annual general meeting of the
      shareholders or until their successors are elected and qualified. Our officers
      are appointed by our board of directors and hold office until their earlier
      death, retirement, resignation or removal.





Our
      directors and executive officers, their ages, positions held are as
      follows:





**Name**
            
            **Age**
            
            **Position
                with the Company**Paul
                Henderson
            
            42
            
            President,
                Chief Executive Officer and a DirectorRaymond
                Lopez
            
            42
            
            Vice
                President and Chief Operating OfficerKaren
                Barker
            
            52
            
            ControllerHarold
                Cardwell
            
            55
            
            DirectorDouglas
                Singer
            
            40
            
            DirectorJames
                Estes
            
            38
            
            Director





**Business
      Experience**





The
      following is a brief account of the education and business experience of each
      director, executive officer and key employee during at least the past five
      years, indicating each person's principal occupation during the period, and
      the
      name and principal business of the organization by which he or she was employed,
      and including other directorships held in reporting companies.





**Paul
      Henderson,** President/Chief
      Executive Officer and a director





Mr.
      Henderson has been President, Chief Executive Officer and director of Pro Travel
      Network, Inc. since its inception in October 2003. From January 2002 to October
      2003, Mr. Henderson was a self employed sales and recruiting representative
      selling and recruiting people to sell long distance services. Prior to that,
      he
      was Regional Vice President of CAN, Inc. a long distance service marketing
      company.





**Raymond
      Lopez,** Vice
      President/Chief Operating Officer





Mr.
      Lopez
      brings over 16 years of sales management and finance experience to his role
      as
      Chief Operating Officer and Vice President. Most recently, he served as Area
      Manager for Countrywide Specialty Lending Group. Prior to that, he was the
      General Sales Manager of Fresno Dodge, the largest selling Dodge dealer in
      Central California. He has a proven track record of quickly achieving success
      and being recognized for that success.





**Karen
      Barker,** Controller





Mrs.
      Barker brings over 20 years of accounting experience to her role as Controller.
      Most recently, she served as Controller for Hall Distributing Co. in Fresno,
      CA,
      a retail and wholesale business catering to the farming and travel
      industry.





32




**Harold
      Cardwell,** Director





Mr.
      Cardwell owns and administers a successful marketing and sales business in
      the
      insurance industry for over 25 years. While his personal awards are numerous,
      his guidance and sales leadership has earned his business many accolades most
      notably, the achievement of Life Millionaire status.





**Douglas
      Singer,** Director





Mr.
      Singer has been a successful Central Valley small business owner and
      entrepreneur for nearly 20 years. After earning a BA in history from San Diego
      State University, he began his first company in 1989, Singer Commercial
      Spraying. Currently Mr. Singer now owns and operates three ag service companies;
      Singer Commercial Spraying, Singer Brush Shedding and Singer Farms, which
      consist of a 40 acre orange orchard and 110 acres of almonds, pistachios and
      grapes.





**James
      Estes,** Director





Mr.
      Estes
      founded Estes Development, a company that develops and constructs commercial
      real estate projects. Mr. Estes and his company have completed a range of
      projects such as shopping centers, various land development projects and auto
      dealerships. He has been very successful in the auto sales industry and is
      a
      Dealer Principal and owner, of a number of successful dealerships. Mr. Estes
      earned his Bachelor of Science degree in Business Marking from California State
      University.





**FAMILY
      RELATIONSHIPS**





There
      are
      no family relationships among our directors or officers.





No
      Standing Audit, Nominating or Compensation Committee





We
      do not
      have a standing audit, nominating, or compensation committee, or any other
      committees of our board of directors performing similar functions. We do not
      have an audit committee financial expert. We do not anticipate implementing
      any
      of these committees or seek an individual to serve as an audit committee
      financial expert until we are required to do so under federal or state corporate
      or securities laws or the rules of any stock exchange or inter-dealer quotation
      system on which our securities may be listed or cleared for
      quotation.





Code
      of Ethics





Our
      board
      of directors adopted a Code of Ethics in September 2006, meeting the
      requirements of Section 406 of the Sarbanes-Oxley Act of 2002. We will provide
      to any person without charge, upon request, a copy of such Code of Ethics.
      Persons wishing to make such a request should contact Paul Henderson, Chief
      Executive Officer, at 516 West Shaw Avenue # 103, Fresno, California 93704
      or at
      (559) 224-6000.




33





**Item
                10.**
            **Executive
                Compensation.**




The
      following table sets forth the compensation paid to our executive officers
      during fiscal year ended June 30, 2007 (collectively, the “Named Executive
      Officers”):




**SUMMARY
      COMPENSATION TABLE**




**Non-Equity**
            
            **Non-Qualified****Incentive**
            
            **Deferred****Name
                and**
            
            
            
            
            
            
            
            **Stock**
            
            **Option**
            
            **Plan**
            
            **Compensation**
            
            **All
                Other****Principal**
            
            
            
            **Salary**
            
            **Bonus**
            
            **Awards**
            
            **Awards**
            
            **Compensation**
            
            **Earnings**
            
            **Compensation**
            
            **Total****Position**
            
            **Year**
            
            **($)**
            
            **($)**
            
            **($)**
            
            **($)**
            
            **($)**
            
            **($)**
            
            **($)**
            
            **($)**Paul
                Henderson,President/CEO
            
            
            2007
            
            $
            144,000
            
            $
            162,261
            
            $
            350,000
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            656,261Raymond
                Lopez,VP/COO
            
            
            2007
            
            $
            16,000
            
            $
            -
            
            $
            52,000
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            68,000Karen
                Barker,Controller
            
            
            2007
            
            $
            36,000
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            36,000




(1)
            This
                amount represents fees paid by us to the Named Executive Officer
                during
                the past year pursuant to services provided in connection with their
                respective position as Chief Executive Officer and Chief Operating
                Officer.




Compensation
      Agreements





We
      have
      an employment agreement with Paul Henderson which provides as
      follows:





·
            The
                agreement begin on March 1, 2005.


·
            Salary
                of $180,000 per year plus commission at 12% of the net of all sales
                revenue, less all costs of sales expenses. Agreement was amended
                January
                1, 2007 to increase annual salary from $108,000 to $180,000 per
                year.


·
            Without
                cause, we may terminate the agreement at any time upon 60 days written
                notice. If we terminate the agreement without cause, we are required
                to
                pay Mr. Henderson $8,500 as a severance. Without cause Mr. Henderson
                may
                terminate the agreement upon 14 days written notice; however, we
                would not
                be required to pay him a severance. In addition, we may terminate
                the
                employment upon 60 days notice should any of the following events
                occur:




(a)
            The
                sale of substantially all of our assets to a single purchaser or
                group of
                associated purchasers;


(b)
            The
                sale, exchange, or other disposition, in one transaction of the majority
                of our outstanding corporate
                shares;


(c)
            Our
                decision to terminate our business and liquidate our
                assets;


(d)
            Our
                merger or consolidation with another company;
                or


(e)
            Bankruptcy
                or chapter 11 reorganization.




34




For
      a
      period of two years after the end of employment, Mr. Henderson shall not
      control, consult to or be employed by any business similar to that conducted
      by
      us, either by soliciting any of our accounts or by operating within our general
      trading area.





**STOCK
      OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED JUNE 30, 2007**




During
      fiscal year ended June 30, 2007, we did not grant any stock options, stock
      awards or stock warrants to the Named Executive Officers.




**DIRECTOR
      COMPENSATION TABLE**




During
      fiscal year ended June 30, 2007, we did not pay any compensation to our
      directors for their respective position on the Board of
      Directors.




**Fees**
                      **Earned**
                      **or
                        Paid**
                      **in
                        Cash**
            
            **Stock**
                  **Awards**
            
            **Option**
                  **Awards**
            
            **Non-Equity**
                      **Incentive**
                      **Plan**
                      **Compensation**
            
            **Change
                              in**
                            **Pension**
                            **Value
                              and**
                            **Non-Qualified**
                            **Deferred**
                            **Compensation**
                            **Earnings**
            
            **All
                    Other**
                  **Compensation**
            
            **Total****Name**
            
            **($)**
            
            **($)**
            
            **($)**
            
            **($)**
            
            **($)**
            
            **($)**
            
            **($)**Paul
                Henderson
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Harold
                Cardwell
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Douglas
                Singer
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -James
                Estes
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -




**Item
                11.**
            **Security
                Ownership of Certain Beneficial Owners and Management****.**





As
      of the
      date of this Annual Report, the following table sets forth certain information
      with respect to the beneficial ownership of our common stock by each stockholder
      known by us to be the beneficial owner of more than 5% of our common stock
      and
      by each of our current directors and executive officers. Each person has sole
      voting and investment power with respect to the shares of common stock, except
      as otherwise indicated. Beneficial ownership consists of a direct interest
      in
      the shares of common stock, except as otherwise indicated. As of the date of
      this Annual Report, there are 25,680,340 shares of common stock issued and
      outstanding.





**Amount
                and nature of**
            
            **Percentage
                of****Name
                    and Address**
                  **of
                    Beneficial Owner**(2)
            
            **Beneficial**
              **Ownership**(1)
            
            **Beneficial
                Ownership****Directors
                and Officers:**Paul
                Henderson
            
            
            12,850,000
            
            
            50.0
            %Raymond
                Lopez
            
            
            100,000
            
            
            .04
            %James
                Estes
            
            
            20,000
            
            
            .01
            %Douglas
                Singer
            
            
            10,000
            *
            
            .00
            %All
                executive officers and directorsas
                a group (4 persons)
            
            
            12,980,000
            
            
            50.5
            %**Major
                Shareholders:**Beverly
                Thomas
            
            
            6,000,000
            
            
            23.4
            %Dorothy
                Harmon
            
            
            3,000,000
            
            
            11.7
            %Nancy
                Singer
            
            
            2,500,000
            
            
            9.7
            %




*Less
      than one percent.




35




(1)
            Under
                Rule 13d-3, a beneficial owner of a security includes any person
                who,
                directly or indirectly, through any contract, arrangement, understanding,
                relationship, or otherwise has or shares: (i) voting power, which
                includes
                the power to vote, or to direct the voting of shares; and (ii) investment
                power, which includes the power to dispose or direct the disposition
                of
                shares. Certain shares may be deemed to be beneficially owned by
                more than
                one person (if, for example, persons share the power to vote or the
                power
                to dispose of the shares). In addition, shares are deemed to be
                beneficially owned by a person if the person has the right to acquire
                the
                shares (for example, upon exercise of an option) within 60 days of
                the
                date as of which the information is provided. In computing the percentage
                ownership of any person, the amount of shares outstanding is deemed
                to
                include the amount of shares beneficially owned by such person (and
                only
                such person) by reason of these acquisition rights. As a result,
                the
                percentage of outstanding shares of any person as shown in this table
                does
                not necessarily reflect the person’s actual ownership or voting power with
                respect to the number of shares of common stock actually outstanding
                as of
                the date of this Annual Report. As of the date of this Annual Report,
                there are 25,680,340 shares issued and
                outstanding.  (2)
            The business address of the shareholders
              except as set forth below is 516 West Shaw Avenue # 103, Fresno,
              California 93704.





Changes
      in Control





There
      are
      not any pending or anticipated arrangements that may cause a change in control
      of Pro Travel Network, Inc.





**Item
                12.**
            **Certain
                Relationships and Related
                Transactions.**





We
      were
      originally incorporated in Nevada as PTN Investment Group, Inc. on October
      23,
      2003. In May 2005, we amended our Articles of Incorporation to change our name
      to Pro Travel Network, Inc. from PTN Investment Group, Inc. and reduce the
      aggregate number of our authorized shares to 50,000,000 from 75,000,000.
 Prior to the amendment, two non-employee shareholders voluntarily returned
      an aggregate of 6,000,000 shares to us for no consideration, which shares were
      cancelled.  We wanted to restructure our capital structure in anticipation
      of going public. As our original employee stockholders had spent substantial
      time and effort on the development of our business and the original non-employee
      stockholders were passive investors, the two passive investors decided it would
      be more equitable for them to give up a portion of their share ownership to
      effect the proposed capital restructure. Following this cancellation, we had
      69,000,000 shares issued and outstanding.  We then effected a 1 for 3
      reverse split of our stock. Contemporaneous with the reverse split, we issued
      new certificates for a total of 23,000,000 shares.




**Name**
            
            **Number
                of Shares Owned before Return**
            
            **Number
                of Shares Returned before Reverse Split**
            
            **Number
                of Shares Owned before Reverse Split**
            
            **Number
                of Shares Owned after Reverse Split**Paul
                Henderson
            
            
            37,500,000
            
            
            -
            
            
            37,500,000
            
            
            12,500,000Valerie
                Penley(1)
            
            
            7,500,000
            
            
            -
            
            
            7,500,000
            
            
            2,500,000Beverly
                Thomas
            
            
            22,500,000
            
            
            4,500,000
            
            
            18,000,000
            
            
            6,000,000Dorothy
                Harmon
            
            
            7,500,000
            
            
            1,500,000
            
            
            6,000,000
            
            
            2,000,000





(1)
            Currently
                owned by Nancy Singer. Valerie Penley’s shares were transferred to her
                mother, Nancy Singer, upon her death in late
                2005.




36




Upon
      formation, we issued original founders’ shares as follows:





**Description**
            
            **Date
                of Issuance**
            
            **Number
                of Shares**
            
            **Cash
                Consideration Given**Paul
                Henderson
            
            
            October
                2003
            
            
            37,500,000
            
            $
            10,000Lee
                & Beverly Thomas
            
            
            October
                2003
            
            
            22,500,000
            
            
            10,000Dorothy
                Harmon
            
            
            October
                2003
            
            
            7,500,000
            
            
            10,000Valerie
                Penley
            
            
            October
                2003
            
            
            7,500,000
            
            
            -Total
            
            
            
            
            
            75,000,000
            
            $
            30,000





The
      initial issuance of Founder’s shares was accounted for partially as stock in
      exchange for cash and partially as stock in exchange for services. Of the shares
      that we issued to founders, 22,500,000 shares were issued in exchange for cash
      of $30,000 or $0.13 per share. The balance of 52,500,000 shares was accounted
      for as stock in exchange for services and reflected in the financial statements
      for the period from inception (October 23, 2003) to June 30, 2004 as share
      based
      compensation in the amount of $70,000 or $0.13 per share.




Mr.
      Henderson provides management and other services to us under an employment
      agreement pursuant to which we pay Mr. Henderson salary of $180,000 per year
      and
      a commission of 12% of the net Travel Agent Product revenue, less all costs
      of
      sales expenses. Mr. Henderson’s employment agreement was amended January 1, 2007
      to increase his annual salary from $108,000 to $180,000 per year.





**Item
                13.**
            **Exhibits.******





The
      following exhibits are filed with this Annual Report on Form
      10-KSB:





**Exhibit
                No.**
            
            **Description
                of Exhibit**10.1
            
            Consulting
                Agreement between Pro Travel Network, Inc. and Donald W.
                Sapaugh.10.2
            
            Consulting
                Agreement between Pro Travel Network, Inc. and Hunter M. A.
                Carr.31
            
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                200232
            
            Certification
                pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002





**Item
                14.**
            **Principal
                Accountant Fees and
                Services.**





The
      aggregate fees billed by our principal accountant for each of the last two
      fiscal years for Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees
      are
      as follows:





Fiscal
                Year Ended June 30,2007
            
            2006Audit
                Fees
            
            $
            42,781
            
            $
            35,635Audit-Related
                Fees
            
            $
            -
            
            $
            -Tax
                Fees
            
            $
            -
            
            $
            -All
                Other Fees
            
            $
            -
            
            $
            -




37





**SIGNATURES**




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


**PRO
                TRAVEL NETWORK, INC.**By:
            /s/
              *Paul
              Henderson*Name:
                Paul Henderson
              Title:
                Chief Executive Officer and President
              Date:
                September 25, 2007


In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.





**Signature**
            
            **Title**
            
            **Date**/s/*Paul
                Henderson*
            
            Chief
                Executive Officer, President and Sole Director
            
            October
                08, 2007Paul
                Henderson
            
            (Principal
                Executive Officer,Principal
                Financial Officer andPrincipal
                Accounting Officer)




38