**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-K**





(Mark
      One)





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





For
      the
      fiscal year ended June 30, 2008





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





For
      the
      transition period from ___________ to _____________





Commission
      file number: **** 333-132127





**PRO
      TRAVEL NETWORK, INC.**


( Exact
      name of registrant as specified 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





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.


Yes oNo
x





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or 15(d) of the Act.


Yes oNo
x




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




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K (§229.405 of this chapter) is not contained herein, and
 will not 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-K or any amendment to this Form 10-K. o





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





Large
      accelerated filer o  Accelerated filer o
      Non-accelerated filer o   Smaller reporting
      company x





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
      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 $3,825,102 as of September 22, 2008.





As
      of,
      September 22, 2008 there were 25,885,340 outstanding shares of the issuer’s
      common stock, $.001 par value per share.





Documents
      incorporated by reference:  None.











**TABLE
      OF CONTENTS**


**PART
                  I****Item
                  1.**
              **Business**
              **1****Item
                  2.**
              **Properties**
              **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 and****Issuer Purchases of Equity
                  Securities**
              **7****Item
                  7.**
              **Management’s
                  Discussion and Analysis of Financial Condition and Results of
                  Operations**
              **8****Item
                  8.**
              **Financial
                  Statements and Supplementary Data**
              **14****Item
                  9.**
              **Changes
                  in and Disagreements with Accountants on Accounting and Financial
                  Disclosure**
              **27****Item
                  9A(T).**
              **Controls
                  and Procedures**
              **27****Item
                  9B.**
              **Other
                  Information**
              **28****PART
                  III****Item
                  10.**
              **Directors,
                  Executive Officers and Corporate Governance**
              **28****Item
                  11.**
              **Executive
                  Compensation**
              **30****Item
                  12.**
              **Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters**
              **31****Item
                  13.**
              **Certain
                  Relationships and Related Transactions, and Director
                  Independence**
              **32****Item
                  14.**
              **Principal
                  Accountant Fees and Services**
              **33****PART
                  IV****Item
                  15.**
              **Exhibits,
                  Financial Statement Schedules**
              **34**




i





**PART
      I**





**Item
                1.**
            **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 $439.99 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**-
                $439.99 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**-
                2 options,





**CR** – $19.99
      one time license fee: basic Direct Sales opportunity


**or**


**RT
      –** $39.99
      monthly license/membership fee: The optional RT upgrade includes a membership
      that provides an upgraded suite of marketing and support tools, enhanced income
      opportunities, and includes a minimum of 4 heavily discounted member training
      trips per year, called paycations




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 for each ITAP sold depending upon
      factors such as number of prior ITAP's sold. New representatives pay a one-time
      fee for CR or for RT, 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.




1





We
      currently support approximately **** 15,000
      Independent Travel Agents and over **** 5,000
      Independent Representatives throughout North America.  Since our inception,
      we have had approximately 5,000 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.




From
      time
      to time, we offer our representatives the opportunity for a fee to attend
      national sales training events. These events are designed to double as
“paycations” for our current RT members.





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.




2




The
      marketing arm of Pro Travel Network acts as a direct sales organization selling
      the PTN Independent Travel Agent Program, and has sold over 22,000 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.





*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 5,000 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:** 3% 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.




3





Research
      and Development





We
      conduct no research and development activities.





Intellectual
      Property





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





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.




4





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.





*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.




5





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.





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
      55 employees, including Paul Henderson, our CEO and President, and the
      following:





Full
      time:


Clerical
                  -
              41Operations
                  -
              2Administrative
                  -
              5Management
                  -
              7


**Item
                2.**
            **Properties****.**





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
      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. On February 20, 2008,
      we
      renewed our lease for two years beginning March 2008 with all terms remaining
      the same.





On
      July
      01, 2007, we leased 1,170 square feet of office space in St Jerome, Quebec
      Canada under a two year non-cancelable operating lease beginning in July
      2007.





On
      April
      28, 2008, we leased 911 square feet of office space in Surrey, British Columbia
      Canada under a three year non-cancelable operating lease beginning in July
      2008





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 and Issuer Purchases
                of
                Equity Securities.**





Market
      Information





Pro
      Travel Network, Inc. (OTCBB: 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
        STOCK


Quarter
                  Ended
              
              HIGH
                BID
              
              LOW
                BIDJune
                  30, 2008
              
              $
              0.55
              
              $
              0.24March
                  31, 2008
              
              $
              0.40
              
              $
              0.23December
                  31, 2007
              
              $
              0.72
              
              $
              0.25September
                  30, 2007
              
              $
              0.65
              
              $
              0.26June
                  30, 2007
              
              $
              1.40
              
              $
              0.35March
                  31, 2007
              
              $
              1.75
              
              $
              1.00December
                  31, 2006
              
              $
              1.50
              
              $
              1.27





Holders
      of Record





As
      of
      September 22, 2008, there were approximately 83 shareholders of record of our
      common stock.





7





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.





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
      June
      04, 2008, we entered into a consulting agreement with AGORACOM. In accordance
      with the terms and provisions of the consulting agreement: (i) we shall issue
      to
      AGORACOM 250,000 warrants to purchase up to 250,000 of our restricted common
      stock at $0.50 per share ; and (ii) AGORACOM 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 AGORACOM for consulting services in the amount
      of $63,632.





We
      relied
      upon Section 4(2) of the Securities Act of 1933, as amended for the above
      issuances.





We
      believed that Section 4(2) of the Securities Act of 1933 was available
      because:





·
            None
                of these issuances involved underwriters, underwriting discounts
                or
                commissions.


·
            Restrictive
                legends were and will be placed on all certificates issued as described
                above.


·
            The
                distribution did not involve general solicitation or
                advertising.


·
            The
                distributions were made only to investors who were sophisticated
                enough to
                evaluate the risks of the
                investment.





**Item
                7.**
            **Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations.**





*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.*





8





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**–
                $439.99 initial fee; $99 annual fee after first year - sold by our
                Independent Representatives.





·
            **Marketing
                Opportunity**-
                2 options,





**CR** – $19.99
      one time license fee: basic Direct Sales opportunity


**or**


**RT
      –** $39.99
      monthly license/membership fee: The optional RT upgrade includes a membership
      that provides an upgraded suite of marketing and support tools, enhanced income
      opportunities, and includes a minimum of 4 heavily discounted member training
      trips per year, called paycations





We
      currently support approximately 15,000 independent travel agents and over 5,000
      Independent Representatives throughout North America.




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)





9





Results
      of Operations





Fiscal
      Year Ended June 30, 2008 Compared to the Fiscal Year Ended June 30,
      2007





For
      the
      year ended June 30, 2008, total revenues broke down as follows: Independent
      Travel Agent Program or ITAP sales – 73%, National Training Events – 5%, Travel
      Commissions – 23%.  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%.  We had total revenues of
      $9,612,073 for the year ended June 30, 2008, which is an increase of $5,083,318,
      or 112%, over our total revenues for the year ended June 30, 2007, which was
      $4,528,755. 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 ITAP sales
      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 $3,511,227, or 130%, to $6,210,235 for the year ended June
      30, 2008, as compared to cost of sales of $2,699,008 for the year ended June
      30,
      2007.  The
      increase in total cost of sales was mainly due to an increase of $2,820,144
      in
      Independent Travel Agent Program or ITAP sales and an increase of $721,259
      in
      Travel Commissions offset by a decrease of $30,176 in National Training Events.
      Our cost of sales increased as a direct result of greater sales of our products
      along with bonuses associated with the 85% increase in the number of Independent
      Travel Agents and 140% increase in the number of Independent Representatives
      marketing our products.





We
      had
      gross profit of $3,401,838 for the year ended June 30, 2008, which was an
      increase of $1,572,091, or 86%, when compared to our gross profit for the year
      ended June 30, 2007, which was $1,829,747. 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.





Operating
      expenses decreased $632,223, or 17%, to $3,175,348 for the year ended June
      30,
      2008, as compared to total operating expenses of $3,807,571 for the year ended
      June 30, 2007. The decrease in total operating expenses was mainly due to a
      decrease in professional and consulting fees and depreciation expense offset
      by
      an increase in general and administrative expenses and compensation expense.
      Professional and consulting fees decreased $1,604,347 to $179,550 for the year
      ended June 30, 2008, as compared to professional and consulting fees of
      $1,835,326 for the year ended June 30, 2007. The decrease 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. Depreciation expense decreased $6,336 to $15,812 for
      the year ended June 30, 2008, as compared to depreciation expense of $22,148
      for
      the year ended June 30, 2007. General and administrative expenses increased
      $597,699 to $1,100,342 for the year ended June 30, 2008, as compared to general
      and administrative expenses of $502,643 for the year ended June 30, 2007. The
      increase in general and administrative expenses was primarily attributable
      to
      the expansion of our corporate office, and the start-up of our Canadian offices
      along with an increase in advertising and marketing and merchant fees associated
      with the increase in overall sales. Compensation expense increased $432,190
      to
      $1,879,644 for the year ended June 30, 2008, as compared to compensation expense
      of $1,447,454 for the year ended June 30, 2007. The increase in compensation
      expense was primarily due to an increase in our corporate and Canadian staffs
      along with an increase in quarterly performance bonus due to the addition of
      Ray
      Lopez, Vice President and COO offset by a decrease in share base compensation
      to
      employees. Mr. Lopez provides management and other services to us under an
      employment agreement pursuant to which we pay a salary of $96,000 per year
      and a
      commission of 2% of the net Travel Agent Product revenue, less all costs of
      sales expenses. Mr. Henderson provides management and other services to us
      under
      an employment agreement which was amended January 1, 2008 to increase his annual
      salary from $180,000 to $200,000 per year and change his commission of 12%
      of
      the net Travel Agent Product revenue, less all costs of sales expenses to 1.75%
      of actual gross revenue.




10





Other
      income and expenses included an increase in net interest income of $10,445,
      to
      $24,442 for the year ended June 30, 2008, as compared to net interest income
      of
      $13,997 for the year ended June 30, 2007, along with a gain on sale of
      investments of $8,243 for the year ended June 30, 2008, compared to gain on
      sale
      of investments of $3,723 for the year ended June 30, 2007, and a gain on foreign
      currency of $2,111 for the year ended June 30, 2008, compared to a loss on
      foreign currency of $2,454 for the year ended June 30, 2007.





We
      had
      net income applicable to common stock of $261,286 for the year ended June 30,
      2008, as compared to a net loss applicable to common stock of $1,962,558 for
      the
      year ended June 30, 2007. The increase in net income 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,
      for
      the year ended June 30, 2007





We
      had
      other comprehensive loss for the year ended June 30, 2008, consisting of
      unrealized loss on investments of $75,647 compared to an unrealized loss on
      investment of $11,704 for the year ended June 30, 2007.





Our
      comprehensive income was $185,639 for the year ended June 30, 2008, as compared
      to comprehensive loss of $1,974,262 for the year ended June 30, 2007. The
      comprehensive income of $185,639 for the year ended June 30, 2008 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 for the year ended June 30,
      2007.





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.





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. On February 20, 2008, we renewed our lease for two
      years beginning March 2008 with all terms remaining the same.


On
      July
      01, 2007, we leased 1,170 square feet of office space in St Jerome, Quebec
      Canada under a two year non-cancelable operating lease beginning in July 2007.
      On April 28, 2008, we leased 911 square feet of office space in Surrey, British
      Columbia Canada under a three year non-cancelable operating lease beginning
      in
      July 2008. Future minimum rental payments, by year and in aggregate under these
      leases are as follows and include 2 months of prepaid rent for our principal
      place of business for the July/August 2008.





**Year
                Ending June 30,**
            
            **Amount**2009
            
            $
            154,5742010
            
            
            137,2462011
            
            
            127,2962012
            
            
            108,863$
            527,979




11




Milestones





We
      are in
      the final phase of completing the expansion of our operations in Canada. We
      opened a Canadian office in Ontario in July 2006, Quebec in July 2007 and
      currently are in the process of opening our final office in British Columbia.
      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 believe we will be able to
      complete our expansion in Canada and launch our expansion in Australia without
      any need to obtain additional financing.


**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 British Columbia, office equipment and develop
“specific”
                  marketing materials and hiring additional employees
              
              3
                  months
              
              $10,000Launch
                  Canadian
                Marketing
                  Phase
              
              PTN
                  Canadian marketing tour and seminars designed to develop sales
                  force
              
              Completed
                  – and ongoing
              
              $10,000Launch
                  Australian Market
              
              Purchase
                  of existing agency in Australia
              
              6
                  months
              
              $$50
                - $100,000Develop
                  Australian
                infrastructure
              
              Secure
                  office space in Victoria and/or NSW, office equipment and develop
                  “specific” marketing materials and hiring additional
                  employees
              
              6-12
                  months
              
              $25,000Launch
                  Australian
                Marketing
                  Phase
              
              PTN
                  Australia marketing tour and seminars designed to develop sales
                  force
              
              6
–
                  18 months
              
              $50,000Achieve
                  average ITAP
                sales
                  of 1,000 per month
              
              Aggressively
                  Recruit top leadership in the multi-level marketing
                  Industry
              
              Very
                  close to achieving
              
              $-





All
      steps
      will be undertaken contemporaneously.





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





12





Liquidity
      and Capital Resources





As
      of
      June 30, 2008, we had total current assets of $1,092,556 consisting of cash
      and
      cash equivalents of $368,204, accounts receivable of $861, inventory of $17,764,
      investments of $689,513 and prepaid expenses of $16,214. Our cash balances
      exceeded FDIC insurance protection levels by approximately $22,715 at June
      30,
      2008 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, 2008.





We
      had
      total current liabilities of $435,026 consisting of accounts payable of $7,366,
      accrued expenses of $269,789 and deferred revenue of $157,871. We have no
      long-term debt. Accrued expenses consisted of accrued employees salaries and
      benefits of $99,805, other expenses of $48,067 and commissions and rewards
      owed
      our representatives in the amount of $121,917, of which approximately $95,378
      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 $657,530 as of June 30, 2008.





During
      the year ended June 30, 2008, net cash increased by $1,367 consisting of
      $463,887 provided by operating activities and $462,520 used in investing
      activities.





Net
      cash
      provided by operating activities during the year ended June 30, 2008, consisted
      of a net income from operations of $261,286, adjustments for depreciation and
      amortization of $15,812 along with share-based compensation of $86,003, and
      a
      decrease in inventory of $332, a decrease in accounts receivable of $1,944,
      a
      decrease in prepaid expenses and other current assets of $9,844 and an increase
      in deferred revenue of $157,630 which were offset by, a decrease in accounts
      payable and accrued expenses of $55,721, and an adjustment for gain on sale
      of
      investments of $8,243.





Net
      cash
      used in investing activities during the year ended June 30, 2008, consisted
      of
      property and equipment purchases of $46,284, investments purchases of $457,361
      and an increase in deposits of $1,182 which were offset by sale of investments
      of $42,307.





We
      believe our cash resources of $368,204 along with the $270,388 in certificate
      of
      deposits as of June 30, 2008, 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
      $125,000 of capital to complete the expansion of our operations in Australia.
      To
      date, we have generated sufficient cash flow from operations to satisfy
      expansion and believe this trend will continue. 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.




13




**Item
              8.**
            **Financial
                Statements and Supplementary
                Data.**





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Board of Directors


Pro
      Travel Network, Inc.


Fresno,
      California





We
      have
      audited the accompanying balance sheets of Pro Travel Network, Inc. as of June
      30, 2008 and 2007 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. Pro Travel is not required to
      have, nor were we engaged to perform, an audit of its internal control over
      financial reporting. Our audit included consideration of internal control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purpose of expressing an
      opinion on the effectiveness of Pro Travel’s internal control over
      financial reporting. Accordingly, we express no such opinion. 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,
      2008
      and 2007, 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
      2, 2008





14





**PRO
      TRAVEL NETWORK, INC.**


**BALANCE
      SHEETS**




**June
                30,****2008**
            
            **2007****ASSETS****CURRENT
                ASSETS**Cash
                and cash equivalents
            
            $
            368,204
            
            $
            366,837Accounts
                receivable
            
            
            861
            
            
            2,805Inventory
            
            
            17,764
            
            
            18,096Investments
            
            
            689,513
            
            
            341,863Prepaid
                expenses
            
            
            16,214
            
            
            26,058Total
                current assets
            
            
            1,092,556
            
            
            755,659**PROPERTY
                and EQUIPMENT, net**
            
            
            106,362
            
            
            75,890**OTHER
                ASSETS**Security
                deposits, net of allowance of $35,353
            
            
            122,360
            
            
            121,178**TOTAL
                ASSETS**
            
            $
            1,321,278
            
            $
            952,727**LIABILITIES
                AND SHAREHOLDERS’ EQUITY****CURRENT
                LIABILITIES**Accounts
                payable
            
            $
            7,366
            
            $
            9,721Accrued
                expenses
            
            
            269,789
            
            
            323,155Deferred
                national event revenue
            
            
            157,871
            
            
            5,241Total
                current liabilities
            
            
            435,026
            
            
            338,117**SHAREHOLDERS’
                EQUITY**Common
                stock, $.001 par value; 50,000,000 shares authorized,25,885,340
                and 25,680,340 shares issued and outstanding
            
            
            25,885
            
            
            25,680Additional
                paid-in-capital
            
            
            3,005,775
            
            
            2,919,977Accumulated
                deficit
            
            
            (2,047,825
            )
            
            (2,309,111
            )Accumulated
                other comprehensive loss
            
            
            (97,583
            )
            
            (21,936
            )Total
                shareholders’ equity
            
            
            886,252
            
            
            614,610**TOTAL
                LIABILITIES AND SHAREHOLDERS’ EQUITY**
            
            $
            1,321,278
            
            $
            952,727





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





15





**PRO
      TRAVEL NETWORK, INC.**


**STATEMENTS
      OF OPERATIONS**




**For the Years Ended****June 30,****2008**
            
            **2007****REVENUE**Travel
                agent products
            
            $
            6,861,163
            
            $
            2,825,565National
                events
            
            
            511,977
            
            
            634,950Commissions
            
            
            2,238,933
            
            
            1,068,240Total
                revenues
            
            
            9,612,073
            
            
            4,528,755**COST
                OF REVENUES**Travel
                agent products
            
            
            4,278,700
            
            
            1,458,556National
                events
            
            
            514,522
            
            
            543,611Commissions
            
            
            1,417,013
            
            
            696,841Total
                cost of revenues
            
            
            6,210,235
            
            
            2,699,008Gross
                profit
            
            
            3,401,838
            
            
            1,829,747**OPERATING
                EXPENSES**Compensation
                expense
            
            
            1,879,644
            
            
            1,447,454Professional
                and consulting fees
            
            
            179,550
            
            
            1,835,326General
                and administrative expenses
            
            
            1,100,342
            
            
            502,643Depreciation
                expense
            
            
            15,812
            
            
            22,148Total
                operating expenses
            
            
            3,175,348
            
            
            3,807,571Income
                (loss) from operations
            
            
            226,490
            
            
            (1,977,824
            )**OTHER
                INCOME (EXPENSE)**Interest
                income, net
            
            
            24,442
            
            
            13,997Gain
                on sale of investments
            
            
            8,243
            
            
            3,723Loss
                on foreign currency
            
            
            2,111
            
            
            (2,454
            )Net
                income (loss) applicable to common stock
            
            
            261,286
            
            
            (1,962,558
            )Unrealized
                loss on investments
            
            
            (75,647
            )
            
            (11,704
            )Comprehensive
                income (loss)
            
            $
            185,639
            
            $
            (1,974,262
            )Basic
                and Diluted Per Common Share DataBasic
                and diluted net income (loss) per share
            
            $
            0.01
            
            $
            (0.08
            )Weighted
                average shares outstanding - basic
            
            
            25,731,310
            
            
            24,311,381Weighted
                average shares outstanding – fully diluted
            
            
            25,931,310
            
            
            24,311,381





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




16





**PRO
      TRAVEL NETWORK, INC.**


**STATEMENTS
      OF CHANGES IN SHAREHOLDERS’ EQUITY**


**For
      the Years Ended June 30, 2008 and 2007**


Common
                Shares
              
              Common
                Stock
              
              Additional
                Paid in
                Capital
              
              Accumulated
                Deficit
              
              Accumulated
                Other
                Comprehensive
                Loss
              
              TotalBalances,
                  June 30, 2006
              
              
              23,900,340
              
              $
              23,900
              
              $
              654,775
              
              $
              (346,553
              )
              $
              (10,232
              )
              $
              321,890Stock
                  issued for:Services
              
              
              1,780,000
              
              
              1,780
              
              
              1,182,720
              
              
              -
              
              
              -
              
              
              1,184,500Warrant
                  expense
              
              
              -
              
              
              -
              
              
              1,082,482
              
              
              -
              
              
              -
              
              
              1,082,482Unrealized
                  loss on investments
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (11,704
              )
              
              (11,704
              )Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,962,558
              )
              
              -
              
              
              (1,962,558
              )Balances,
                  June 30, 2007
              
              
              25,680,340
              
              $
              25,680
              
              $
              2,919,977
              
              $
              (2,309,111
              )
              $
              (21,936
              )
              $
              614,610Stock
                  issued for:Services
              
              
              205,000
              
              
              205
              
              
              73,595
              
              
              -
              
              
              
              
              
              73,800Option
                  expense
              
              
              
              
              
              
              
              
              12,203
              
              
              
              
              
              
              
              
              12,203Unrealized
                  loss on investments
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (75,647
              )
              
              (75,647
              )Net
                  income
              
              
              -
              
              
              -
              
              
              -
              
              
              261,286
              
              
              -
              
              
              261,286Balances,
                  June 30, 2008
              
              
              25,885,340
              
              $
              25,885
              
              $
              3,005,775
              
              $
              (2,047,825
              )
              $
              (97,583
              )
              $
              886,252





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




17





**PRO
      TRAVEL NETWORK, INC.**


**STATEMENTS
      OF CASH FLOWS**





**For the Year Ended****June 30,****2008**
            
            **2007****Cash
                flows from operating activities**Net
                income (loss)
            
            $
            261,286
            
            $
            (1,962,558
            )Adjustments
                to reconcile net loss to netcash
                provided by operating activities:Share-based
                compensation
            
            
            86,003
            
            
            2,266,982Gain
                on sale of investments
            
            
            (8,243
            )
            
            (3,723
            )Depreciation
                and amortization
            
            
            15,812
            
            
            22,148Changes
                in assets and liabilities:Accounts
                receivable
            
            
            1,944
            
            
            53,370Inventory
            
            
            332
            
            
            639Prepaid
                expenses and other current assets
            
            
            9,844
            
            
            (6,137
            )Accounts
                payable and accrued expenses
            
            
            (55,721
            )
            
            80,752Deferred
                revenue
            
            
            152,630
            
            
            (175,315
            )Net
                cash provided by operating activities
            
            
            463,887
            
            
            276,158**Cash
                flows from investing activities**Purchase
                of property and equipment
            
            
            (46,284
            )
            
            (57,507
            )Purchase
                of investments
            
            
            (457,361
            )
            
            (222,096
            )Sale
                of investments
            
            
            42,307
            
            
            9,293Deposits
            
            
            (1,182
            )
            
            (5,892
            )Net
                cash flows used in investing activities:
            
            
            (462,520
            )
            
            (276,202
            )Net
                increase (decrease) in cash and cash equivalents
            
            
            1,367
            
            
            (44
            )**Cash
                and cash equivalents**Beginning
                of year
            
            
            366,837
            
            
            366,881End
                of year
            
            $
            368,204
            
            $
            366,837**Supplemental
                Disclosures**Cash
                Paid During the Year for:Interest
            
            $
            -
            
            $
            -Income
                taxes
            
            
            -
            
            
            -Non-Cash
                Investing Activities:Unrealized
                loss on investment
            
            $
            75,647
            
            $
            11,704





The
      accompanying notes are an integral part of the financial statement





18


**Pro
      Travel Network, Inc.**


Notes
      to
      Financial Statements


June
      30,
      2008





**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, 2008, and 2007,
      respectively, the Company has determined that no allowance for doubtful accounts
      is necessary.





Cash
      balances exceeded FDIC insurance protection levels by approximately $451,221
      at
      June 30, 2008 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 ended June 30,
      2008.





*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, 2008, and 2007,
      respectively, the Company has determined that no obsolete or slow-moving
      inventory valuation is necessary.




19




*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
                yearsComputers
                and software
            3
                yearsLeasehold
                improvements
            Shorter
                of asset life or term of lease





*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 collectability 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.




20




**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, 2008 and 2007.





*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*





Pro
      Travel issues shares of common stock to its directors, certain employees and
      non-employee service providers and applies the provisions of SFAS No.123R,
      " *Accounting
      for Stock-Based Compensation* ".
      SFAS
      No.123R for awards to employees. SFAS 123R establishes standards for accounting
      for transactions in which an entity exchanges its equity instruments for goods
      or services to employees. 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. Pro Travel adopted SFAS No. 123R as of
      January 1, 2006.





Pro
      Travel follows the criteria in EITF Issue No. 96-18, “Accounting for Equity
      Instruments That Are Issued to Other Than Employees for Acquiring, or in
      Conjunction with Selling, Goods or Services" to determine the measurement date
      for transactions with non-employees for which the measure of goods acquired
      or
      services received is based on the fair value of the equity instruments issued.




*New
      Accounting Standards*





Pro
      Travel does not anticipate any impact to its adopted accounting policies or
      on
      its financial statements from any recently released accounting
      pronouncements.





*Net
      Income Per Common Share*





Basic
      net
      income per common share is calculated by dividing the net income applicable
      to
      common shares by the weighted-average number of common shares outstanding during
      the period. Fully diluted net income per common share is calculated by dividing
      the net income applicable to common shares by the weighted-average number of
      common and common equivalent shares outstanding during the period. Dilutive
      potential common shares consist of stock options, stock warrants and Redeemable
      Convertible Preferred Stock and are calculated using the treasury stock
      method.





21




**NOTE
      C — INVESTMENTS**





The
      aggregate amortized cost, gross unrealized gains, gross unrealized losses,
      and
      estimated fair value, for securities by major security type at June 30, 2008
      and
      2007, is as follows:





**2008**Gross
            
            Gross
            
            EstimatedUnrealized
            
            Unrealized
            
            FairDescription
            
            Cost
            
            Gains
            
            Losses
            
            Value**Held-to-maturity**Certificate
                of deposits (Due in less than one year)
            
            $
            270,388
            
            $
            -
            
            $
            -
            
            $
            270,388**Available-for-sale**Corporate
                equity investments
            
            
            516,121
            
            
            -
            
            
            96,996
            
            
            419,125Total
            
            $
            786,509
            
            $
            -
            
            $
            96,996
            
            $
            689,513




**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




Pro
      Travel has incurred a reduction in the market value
      of its available for sale securities subsequent to June 30, 2008 of
      approximately $60,000. This potential market impairment has not been recorded
      in
      these financial statements as management believes the decrease in the market
      value of its investment in securities is temporary.




**NOTE
      D — PROPERTY & EQUIPMENT**





Property
      & equipment as of June 30, 2008 and 2007, consists of the
      following:





**June
                30,**Description
            
            **2008**
            
            **2007**Furniture
                and fixtures
            
            $
            49,061
            
            $
            38,243Equipment
            
            
            96,916
            
            
            61,658Websites/Software
            
            
            29,824
            
            
            29,616Total
                property and equipment
            
            
            175,801
            
            
            129,517Less
                accumulated depreciation
            
            
            69,439
            
            
            53,627Property
                and equipment, net
            
            $
            106,362
            
            $
            75,890




Depreciation
      and amortization expense related to property and equipment was approximately
      $15,812 and $22,148 for the years ended June 30, 2008, and 2007,
      respectively.





22





**NOTE
      E — COMMON STOCK**





*Issuances
      for Services*





During
      the year ended June 30, 2007, Pro Travel Network, Inc. issued 1,150,000 shares
      to third parties for services rendered valued at their fair market value using
      quoted market prices on the date of grant, resulting in total share-based
      compensation expense of $602,500, 450,000 shares to executive officers of Pro
      Travel Network, for services rendered valued at their fair market value using
      quoted market prices on the date of grant, resulting in total share-based
      compensation expense of $402,000, and 180,000 shares of common stock to ten
      (10)
      employees based on a two year plus vesting with the company valued at their
      fair
      market value using quoted market prices on the date of grant, resulting in
      total
      share-based compensation expense of $180,000.





During
      the year ended June 30, 2008, Pro Travel Network, Inc. issued 105,000 shares
      to
      third parties for services rendered valued at their fair market value using
      quoted market prices on the date of grant, resulting in total share-based
      compensation expense of $37,800 and 100,000 shares to an executive officer
      of
      Pro Travel Network, for services rendered valued at their fair market value
      using quoted market prices on the date of grant, resulting in total share-based
      compensation expense of $36,000.





**NOTE
      F — STOCK OPTIONS/WARRANTS**





On
      January 19, 2007, we entered into agreements with two consultants. In accordance
      with the terms and provisions of the consulting agreements: (i) we shall issue
      1,000,000 warrants to purchase up to 1,000,000 of our restricted common stock
      (500,000 shares at $0.30 per share, 200,000 shares at $0.40 per share, 200,000
      shares at $0.50 per share, 50,000 shares at $1.00 per share and 50,000 shares
      at
      $1.50 per share) ; and (ii) consultants 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 for consulting services in the amount of
      $1,082,482.





On
      June
      04, 2008, we entered into a consulting agreement with AGORACOM. In accordance
      with the terms and provisions of the consulting agreement: (i) we shall issue
      to
      AGORACOM 250,000 options to purchase up to 250,000 of our restricted common
      stock at $0.50 per share ; and (ii) AGORACOM shall perform such consulting
      services involving general business matters and other business consulting as
      mutually agreed upon. Compensation cost for the 250,000 options issued to
      AGORACOM for consulting services amounted to $82,928, with $12,203 recognized
      in
      the financial statements for the year ended June 30, 2008 and the balance of
      $70,725 to be recognized in the financial statements for the year ended June
      30,
      2009.





Summary
      information regarding options/warrants is as follows:





Weighted AverageOptions/Warrants
            
            Exercise PriceOutstanding
                at June 30, 2006
            
            
            
            
            
            -
            
            $
            -Issued
            
            
            (a)
            
            
            1,000,000
            
            
            0.46Exercised
            
            
            
            
            
            -
            
            
            -Forfeited
            
            
            
            
            
            -
            
            
            -Outstanding
                at June 30, 2007
            
            
            
            
            
            1,000,000
            
            $
            0.46Issued
            
            
            (b)
            
            
            250,000
            
            
            0.50Exercised
            
            
            
            
            
            -
            
            
            -Forfeited
            
            
            
            
            
            -
            
            
            -Outstanding
                at June 30, 2008
            
            
            
            
            
            1,250,000
            
            $
            0.46




23




(a)
            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.





(b)
            The
                weighted average fair value of the options issued was $0.33. Variables
                used in the Black Scholes warrant pricing model includes (i) 2.1%
                risk-free interest rate (ii) expected life of six months (iii) expected
                volatility of 167% and (iv) zero expected
                dividends.





Options/Warrants
      outstanding and exercisable as of June 30, 2008:





Outstanding
            
            ExercisableNumber of
            
            Remaining
            
            NumberExercise Price
            
            Options/Warrants
            
            Life
            
            of Shares$
            0.30
            
            
            500,000
            
            1
              year
            
            
            500,000$
            0.40
            
            
            200,000
            
            1
              year
            
            
            200,000$
            0.50
            
            
            450,000
            
            1
              year
            
            
            200,000$
            1.00
            
            
            50,000
            
            1
              year
            
            
            50,000$
            1.50
            
            
            50,000
            
            1
              year
            
            
            50,0001,250,000
            
            
            
            
            
            1,000,000





**NOTE
      G – NET INCOME PER COMMON SHARE**





Basic
      net
      income per common share is calculated by dividing the net income applicable
      to
      common shares by the weighted-average number of common shares outstanding during
      the period. Fully diluted net income per common share is calculated by dividing
      the net income applicable to common shares by the weighted-average number of
      common and common equivalent shares outstanding during the period. The weighted
      average common shares and common stock equivalents for both basic and fully
      diluted earnings per share calculations at
      June
      30, 2008 and 2007 are
      as
      follows:





**June
                30,****Description**
            
            **2008**
            
            **2007**Weighted-average
                shares used to compute basic netincome
                per common share
            
            
            25,731,310
            
            
            24,311,381Securities
                convertible into shares of common stock used in calculation of common
                stock equivalents for fully diluted EPS:Stock
                options/warrants
            
            
            200,000
            
            
            -Weighted-average
                shares used to compute diluted net income per common share
            
            
            25,931,310
            
            
            24,311,381





**Common
      stock equivalents for the year ended June 30, 2007 were not used in calculating
      fully diluted earnings per share as the effect would be anti-dilutive for the
      loss incurred.**





24





**NOTE
      H — COMMITMENTS AND CONTINGENCIES**





Pro
      Travel leases office space under four non-cancelable operating leases. Rent
      expense was $143,939 and $78,368 for the years ended June 30, 2008, and 2007,
      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. On February 20, 2008, we renewed our lease for two
      years beginning March 2008 with all terms remaining the same. On July 01, 2007,
      we leased 1,170 square feet of office space in St Jerome, Quebec Canada under
      a
      two year non-cancelable operating lease beginning in July 2007. On April 28,
      2008, we leased 911 square feet of office space in Surrey, British Columbia
      Canada under a three year non-cancelable operating lease beginning in July
      2008.
      Future minimum rental payments, by year and in aggregate under these leases
      are
      as follows and include 2 months of prepaid rent for our principal place of
      business for the July/August 2008.




**Year
                Ending June 30,**
            
            **Amount**2009
            
            $
            154,5742010
            
            
            137,2462011
            
            
            127,2962012
            
            
            108,863$
            527,979





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, 2008, and 2007,
      respectively.





**NOTE
      I – SECURITY DEPOSITS**





Deposits
      are comprised of operating lease deposits and 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. One of the credit card processing service ceased operations prior
      to
      returning Pro Travel’s deposit and although Pro Travel is pursuing collection of
      this amount, it has provided an allowance for the entire balance. Security
      deposits consist of the following at June 30, 2008 and 2007:





**June
                30,**Description
            
            **2008**
            
            **2007**Operating
                leases
            
            $
            22,360
            
            $
            21,178Credit
                card payment processing service
            
            
            135,353
            
            
            135,353Total
                security deposits
            
            
            157,713
            
            
            156,531Less
                allowance
            
            
            35,353
            
            
            35,353Security
                deposits, net
            
            $
            122,360
            
            $
            121,178





25




**NOTE
      J – ACCRUED EXPENSES**





Accrued
      Expenses consist of the following at June 30, 2008 and 2007:





**June
                30,****2008**
            
            **2007**Rep
                commissions payable
            
            $
            26,539
            
            $
            146,921PTN
                Reward Points payable
            
            
            95,378
            
            
            82,376Accrued
                employee salaries and benefits
            
            
            99,805
            
            
            61,408Other
                expenses
            
            
            48,067
            
            
            32,450Total
                accrued liabilities
            
            $
            269,789
            
            $
            323,155





**NOTE
      K – 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
      L – 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
      $1,760,472 at June 30, 2008. These losses begin to expire in 2025. Components
      of
      deferred tax assets and liabilities at June 30, 2008 and 2007 are as
      follows:





**June
                30,****2008**
            
            **2007**Deferred
                tax asset-net operating loss carry-forwards
            
            $
            650,319
            
            $
            716,990Deferred
                tax liability-unrealized holding loss on investments
            
            
            (34,154
            )
            
            (7,677
            )Valuation
                allowance
            
            
            (616,165
            )
            
            (709,313
            )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.




26


**Item
                9.**
            **Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure.**





None.





**Item
      9A(T). Controls and Procedures.**





Evaluation
      of Disclosure Controls and Procedures





Under
      the
      supervision and with the participation of our management, including our Chief
      Executive Officer/Chief Financial Officer, we conducted an evaluation of the
      effectiveness of our internal control over financial reporting based on the
      framework stated by the Committee of Sponsoring Organizations of the Treadway
      Commission.  Furthermore, due to our financial situation, we will be
      implementing further internal controls as we continue to grow our business
      so as
      to fully comply with the standards set by the Committee of Sponsoring
      Organizations of the Treadway Commission.





The
      Company’s Chief Executive Officer/Chief Financial Officer has evaluated the
      effectiveness of the Company’s disclosure controls and procedures (as defined in
      Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the fiscal
      period ending June 30, 2008 covered by this Annual Report on Form 10-KSB.
      Based upon such evaluation, the Chief Executive Officer/Chief Financial Officer
      has concluded that, as of the end of such period, the Company’s disclosure
      controls and procedures were not effective as required under Rules 13a-15(e)
      and
      15d-15(e) under the Exchange Act. This conclusion by the Company’s Chief
      Executive Officer/Chief Financial Officer does not relate to reporting
      periods after June 30, 2008.





Management’s
      Report on Internal Control Over Financial Reporting




Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting, as such term is defined in
      Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control
      system was designed to provide reasonable assurance regarding the reliability
      of
      financial reporting and the preparation of financial statements for external
      purposes, in accordance with generally accepted accounting principles. Because
      of inherent limitations, a system of internal control over financial reporting
      may not prevent or detect misstatements. Also, projections of any evaluation
      of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate due to change in conditions, or that the degree of compliance with
      the policies or procedures may deteriorate.





Our
      CEO/CFO, conducted an evaluation of the effectiveness of our internal control
      over financial reporting.  Based on its evaluation, our management
      concluded that our internal controls over financial reporting were ineffective
      and that there is a material weakness in our internal control over financial
      reporting. A material weakness is a deficiency, or a combination of control
      deficiencies, in internal control over financial reporting such that there
      is a
      reasonable possibility that a material misstatement of the Company’s annual or
      interim financial statements will not be prevented or detected on a timely
      basis.





The
      material weakness relates to the lack of segregation of duties in that our
      CEO
      and CFO are the same person.  In the preparation of
      audited financial statements, footnotes and financial data all of our
      financial reporting is carried out by our Chief Financial Officer. The lack
      of
      segregation of duties results from lack of a separate Chief Financial
      Officer with accounting technical expertise necessary for an effective system
      of
      internal control.  We are, in fact, a small, relatively simple operation
      from a financial point of view. Further, although our CEO/CFO has identified
      the
      financial reporting risks and the controls that address them and monitors the
      controls on an ongoing basis. All unexpected results are investigated. At any
      time, if it appears that any control can be implemented to continue to mitigate
      such weaknesses, it is immediately implemented. Our auditors identified a
      material adjustment in the area of valuation of options/warrants expense. The
      financial statements in this report have been adjusted to include this change.
      Management is working on plans to better evaluate options/warrants values at
      each balance sheet date. We believe these plans when finalized will enable
      us to
      avoid these types of adjustments in the future. Following the end of fiscal
      year
      2008, we hired a full time Chief Financial Officer and will continue our program
      to fully-implement internal controls procedures.


27





This
      annual report does not include an attestation report of the Company s registered
      public accounting firm regarding internal control over financial reporting.
      Management s report was not subject to attestation by our registered public
      accounting firm pursuant to temporary rules of the SEC that permit us to provide
      only management’s report in this Annual Report on Form 10-KSB.





Changes
      in Internal Control Over Financial Reporting





No
      change
      in the Company s internal control over financial reporting occurred during
      the
      quarter ended June 30, 2008, that materially affected, or is reasonably likely
      to materially affect, the Company s internal control over financial
      reporting.





**Item
                9B.**
            **Other
                Information.**





None




**PART
      III**





**ITEM
              10.**
            **DIRECTORS,
                EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**





**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
            
            43
            
            President,
                Chief Executive Officer and a DirectorRaymond
                Lopez
            
            43
            
            Vice
                President and Chief Operating OfficerKaren
                Barker
            
            53
            
            ControllerHarold
                Cardwell
            
            56
            
            DirectorDouglas
                Singer
            
            41
            
            DirectorJames
                Estes
            
            39
            
            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.


28





**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 ACN, 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.





**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.





**Jim
      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.





Audit
      Committee





As
      of the
      date of this Annual Report, we have not appointed members to an audit committee
      and, therefore, the respective role of an audit committee has been conducted
      by
      our Board of Directors as a whole. When established, the audit committee's
      primary function will be to provide advice with respect to our financial matters
      and to assist our Board of Directors in fulfilling its oversight
      responsibilities regarding finance, accounting, tax and legal compliance. The
      audit committee's primary duties and responsibilities will be to: (i) serve
      as
      an independent and objective party to monitor our financial reporting process
      and internal control system; (ii) review and appraise the audit efforts of
      our
      independent accountants; (iii) evaluate our quarterly financial performance
      as
      well as our compliance with laws and regulations; (iv) oversee management's
      establishment and enforcement of financial policies and business practices;
      and
      (v) provide an open avenue of communication among the independent accountants,
      management and our Board of Directors.


29





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.




**Item
                11.**
            **Executive
                Compensation.**




The
      following table sets forth the compensation paid to our executive officers
      during fiscal year ended June 30, 2008 (collectively, the “Named Executive
      Officers”):




**SUMMARY
      COMPENSATION TABLE**




**Non-Equity**
            
            **Non-Qualified****Name
                and**
            
            
            
            
            
            
            
            
            
            
            
            **Incentive**
            
            **Deferred****Principal**
            
            
            
            
            
            
            
            **Stock**
            
            **Option**
            
            **Plan**
            
            **Compensation**
            
            **All
                Other****Position**
            
            **Year**
            
            **Salary**
            
            **Bonus**
            
            **Awards**
            
            **Awards**
            
            **Compensation**
            
            **Earnings**
            
            **Compensation**
            
            **Total******
            
            
            
            **($)**
            
            **($)**
            
            **($)**
            
            **($)**
            
            **($)**
            
            **($)**
            
            **($)**
            
            **($)**Paul
                Henderson,President/CEO
            
            
            2008
            
            $
            190,000
            
            $
            215,305
            
            $
            36,000
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            441,305Raymond
                Lopez,VP/COO
            
            
            2008
            
            $
            96,000
            
            $
            51,137
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            147,137Karen
                Barker,Controller
            
            
            2008
            
            $
            38,000
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            38,000




(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 began on March 1, 2005.


·
            The
                agreement was amended January 1, 2008 to increase his annual salary
                from
                $180,000 to $200,000 per year and change his commission of 12% of
                the net
                Travel Agent Product revenue, less all costs of sales expenses to
                1.75% of
                actual gross revenue.


·
            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:


30





(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.





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, 2008, 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, 2008, we did pay compensation to our non-employee
      directors for their respective position on the Board of Directors.




**Change
                in****Pension****Value
                and****Non-Equity**
            
            **Non-Qualified****Fees Earned**
            
            
            
            
            
            **Incentive**
            
            **Deferred****or Paid**
            
            **Stock**
            
            **Option**
            
            **Plan**
            
            **Compensation**
            
            **All Other****Name**
            
            **in Cash**
            
            **Awards**
            
            **Awards**
            
            **Compensation**
            
            **Earnings**
            
            **Compensation**
            
            **Total******
            
            **($)**
            
            **($)**
            
            **($)**
            
            **($)**
            
            **($)**
            
            **($)**
            
            **($)**Paul
                Henderson
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Harold
                Cardwell
            
            $
            -
            
            $
            5,400
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            5,400Douglas
                Singer
            
            $
            -
            
            $
            5,400
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            5,400James
                Estes
            
            $
            -
            
            $
            5,400
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            5,400





**Item
                12.**
            **Security
                Ownership of Certain Beneficial Owners and Management****and Related Stockholder Matters****.**





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 25,885,340 shares of common stock issued and
      outstanding.


31





**Name
                and Address**
            
            **Amount
                and nature of**
            
            **Percentage
                of****of Beneficial Owner**(2)
            
            **Beneficial Ownership**(1)
            
            **Beneficial Ownership****Directors
                and Officers:**Paul
                Henderson
            
            
            12,950,000
            
            
            50.0
            %Raymond
                Lopez
            
            
            100,000
            
            
            .04
            %James
                Estes
            
            
            35,000
            
            
            .01
            %Douglas
                Singer
            
            
            25,000
            
            
            .01
            %Harold
                Cardwell
            
            
            25,000
            
            
            .01
            %All
                executive officers and directorsas
                a group (4 persons)
            
            
            13,135,000
            
            
            50.7
            %**Major
                Shareholders:**Beverly
                Thomas
            
            
            6,000,000
            
            
            23.2
            %Dorothy
                Harmon
            
            
            2,000,000
            
            
            7.7
            %Nancy
                Singer
            
            
            2,500,000
            
            
            9.7
            %CEDE
                & CO
            
            
            1,566,900
            
            
            6.1
            %




(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 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
                13.**
            **Certain
                Relationships and Related Transactions and Director
                Independence.**





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.


32




**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.





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 which was amended January 1, 2008 to increase his annual salary from
      $180,000 to $200,000 per year and change his commission of 12% of the net Travel
      Agent Product revenue, less all costs of sales expenses to 1.75% of actual
      gross
      revenue.





**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 30,2008
            
            2007Audit
                Fees
            
            $
            27,231
            
            $
            42,781Audit-Related
                Fees
            
            $
            -
            
            $
            -Tax
                Fees
            
            $
            -
            
            $
            -All
                Other Fees
            
            $
            -
            
            $
            -


33





**PART
      IV**





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





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





**Exhibit
                No.**
            
            **Description
                of Exhibit**10.1
            
            Consulting
                Agreement between Pro Travel Network, Inc. and
                AGORACOM.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





**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 HendersonTitle:
                Chief Executive Officer and PresidentDate:
                October 2, 2008





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
                2, 2008Paul
                Henderson
            
            (Principal
                Executive Officer,Principal
                Financial Officer andPrincipal
                Accounting Officer)




34