**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB**





(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, 2006





[
      ]
      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.**


(Name
      of
      small business issuer in its charter)





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





Issuer’s
      telephone number ( 559)
      224-6000





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





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





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




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





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


Yes
      [ ]
      No [ **X** ]





The
      issuer’s revenues for the most recent fiscal year ended June 30, 2006 were
      $2,633,554.





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 $1.25 at which the
      common equity was sold was $1,125,425 as of September 28, 2006.





As
      of,
      September 28, 2006 there were 23,900,340 outstanding shares of the issuer’s
      common stock, $.001 par value per share.





Transitional
      Small Business Disclosure Format (Check one): Yes [ **X** ]
      No [
      ]











**TABLE
      OF CONTENTS**








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








i





**PART
      I**





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





Organization





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




General





Pro
      Travel Network, Inc. is an internet provider of online travel stores for travel
      agencies and home-based representatives using our services and technology.
      Pro
      Travel Network markets and establishes independent travel agencies. Pro Travel
      Network’s strategy is to create a network of commissioned sales representatives
      who exclusively market the online travel agencies of Pro Travel Network.
      Purchasers of online travel agencies are known as Independent Travel Agents
      or
      ITAs.  Each ITA pays a fee of $349.99 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**-
                $349.99 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**-
                $29.99 monthly license fee,




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





We
      currently support over 6,800 Independent Travel Agents and over 2,900
      Independent Representatives throughout North America.  Since our inception,
      we have had approximately 1,900 Independent Travel Agents that have become
      inactive for non-payment of the annual fee after their first year as an agent.
      Anyone can become and Independent Representative of Pro Travel Network;
      individuals are not required to first purchase an ITAP in order to be eligible.
      We have less than 100 Independent Representatives who did not purchase an ITAP.




1


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





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





Home-based
      travel agency business





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





·
            Franchised;


·
            Hosted;
                and


·
            Direct.








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





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





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





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




Marketing





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




The
      marketing arm of Pro Travel Network acts as a direct sales organization selling
      the PTN Independent Travel Agent Program, and has sold over 6,800 ITAPs to
      date.
 These new and existing Independent Travel Agents have the ability to book
      individual and group travel.  As means of attracting new Travel Agents, we
      continually look to grow and expand our representative base through recruitment,
      enrollment, initial training, and support.





2


*PTN
      Rewards Points*





PTN
      Rewards is Pro Travel Network’s booking bonus program.  All agents will
      accrue PTN Rewards points on all travel bookings as a percentage of their earned
      commissions.  Independent Representatives who have earned the position of
      Manager by first making two ITAP sales themselves and thereafter recruiting
      two
      Independent Representative who each make one ITAP sale will also accrue PTN
      Rewards points. Of our approximately 2,900 Independent Representatives,
      approximately 330 are Managers.





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





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


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





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





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





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




Regulation





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





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





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





Research
      and Development





We
      conduct no research and development activities.





3


Intellectual
      Property





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





Competition





We
      operate in a highly competitive market and we may not be able to compete
      effectively. The market for travel products is intensely competitive. We compete
      with a variety of companies with respect to each product or service we offer,
      including:





·
            InterActiveCorp,
                an interactive commerce company, which owns or controls numerous
                travel-related enterprises, including Expedia, an online travel
                agency.





·
            Hotels.com,
                a representative of online lodging
                reservations.





·
            Hotwire,
                a wholesaler of airline tickets, lodging and other travel
                products.





·
            Ticketmaster
                and Citysearch both of which offer destination information and
                tickets to attractions.





·
            Sabre
                Holdings, which owns Travelocity, an online travel agency, GetThere,
                a
                provider of online corporate travel technology and services, and
                the Sabre
                Travel Network, a GDS (or "global distribution
                system").





·
            Orbitz,
                Inc., an online travel company that enables travelers to search for
                and
                purchase a broad array of travel products, including airline tickets,
                lodging, rental cars, cruises and vacation
                packages.





·
            Cendant,
                a provider of travel and vacation services, which owns or controls
                the
                following: Galileo International, a worldwide GDS; Cheap Tickets,
                an
                online travel agency; Lodging.com, an online representative of hotel
                rooms; Howard Johnson, Ramada Inns and other hotel franchisors; and
                Avis
                and Budget car rental companies.





·
            Travelport,
                a provider of online corporate travel services and other travel-related
                brands.





·
            Expedia,
                Lowestfare.com and Priceline.com are our primary competitors in the
                referral marketing business.





·
            Other
                consolidators and wholesalers of airline tickets, lodging and other
                travel
                products, including Priceline.com and
                Travelweb.





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





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





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





In
      the
      home-based market, we compete with the franchise, hosted and independent
      business models. The information below regarding these models is taken from
      “Home Bookin’,” a research report by Credit Suisse First Boston dated January 7,
      2005.


4





*Franchise
      Model*





There
      are
      two good examples of the franchise model, CruiseOne, a subsidiary of National
      Leisure Group and CruisePlanners, which was recently signed as an affiliate
      by
      American Express at the time of the report. 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. CruisePlanners
      charges a $495 fee to join plus 3% of gross commissionable sales. For
      inexperienced agents the 3% royalty is the same but the sign-up fee is $8,995,
      which covers more extensive training and support services. The franchise model
      is a turnkey operation with the headquarters providing extensive support,
      including selling, marketing, booking tools and back office. The commissions
      earned are spilt between owner and franchisee.





*Hosted
      Model*





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





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





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





·
            Providing
                better service to our agents.





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





*Independent
      Model*





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





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





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





5


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





Employees





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





Full
      time:





Clerical
      - 2


Operations
      -  5


Administrative
      - 1


Management
      - 4





Part
      time:


Administrative
      - 1








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





We
      lease
      approximately 3,397 square feet of office space for our principal place of
      business located at 516 West Shaw Avenue # 103, Fresno, California  93704.
      The lease began in March 2005 for a term of seven years. The lease is
      non-cancelable. Rent expense was $55,342 during the period covered by this
      report.





We
      have a
      branch in London, Ontario Canada which occupies approximately 1,000 square
      feet of office space. We lease this office space for approximately $1,333 per
      month. The lease began in July 2006 for a term of twelve months.





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.








**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 pursing 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.





6





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





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








**PART
      II**





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





Market
      Information





There
      is
      no established public trading market for our securities and a regular trading
      market may not develop, or if developed, may not be sustained. A shareholder
      in
      all likelihood, therefore, will not be able to resell his or her securities
      should he or she desire to do so when eligible for public resales. Furthermore,
      it is unlikely that a lending institution will accept our securities as pledged
      collateral for loans unless a regular trading market develops. We are currently
      seeking to have our common stock cleared from quotation on the over-the-counter
      Bulletin Board of which there can be no assurance.





Holders
      of Record





As
      of
      September 28, 2006, there were approximately 73 shareholders of record of our
      common stock.





Dividends





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





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





In
      December 2005, we sold 171,340 shares of common stock to 48 individuals or
      entities, 16 of whom were accredited investors, at a price of $1.25 per share
      for total consideration of $214,175.





On
      June
      13, 2006, we entered into an addendum to an amended and restated service
      agreement with Public Company Management Corporation, GoPublicToday.com, Inc.,
      or GPT and Public Company Management Service, Inc., or PCMS. The amended and
      restated agreement originally provided, in pertinent part, for the issuance
      to
      PCMS of 750,000 shares of our common stock for compliance services to be
      rendered to us during the first twelve months subsequent to the effective date
      of any registration of securities under the Securities Act of 1933 or the
      Securities and Exchange Act of 1934. The amended and restated agreement should
      have provided for the issuance of only 375,000 shares. The 750,000 shares were
      issued in advance on February 28, 2006. By mutual agreement, this number of
      shares was reduced to 375,000. We further mutually agreed that PCMS will not
      provide compliance services to us and PCMS has returned all 750,000 shares
      for
      cancellation.





We
      relied
      upon Section 4(2) of the Securities Act for these issuances. We believed that
      Section 4(2) was available because:





7


·
            none
                of these issuances involved underwriters, underwriting discounts
                or
                commissions;


·
            we
                placed restrictive legends on all certificates
                issued;


·
            no
                sales were made by general solicitation or advertising;
                and


·
            the
                distributions were made only to investors who were accredited or
                sophisticated enough to evaluate the risks of the investment, based
                upon
                the fact that all investors were known to us and had a prior relationship
                with us and based upon information provided in subscription
                agreements.





The
      offerings were conducted by our officer and director, who received no
      commissions or other remuneration. An offering circular was used in the December
      2005 offering.





In
      connection with the above transactions, although some of the investors were
      accredited, we provided the following to all investors:





·
            access
                to all our books and records;


·
            access
                to all material contracts and documents relating to our operations;
                and


·
            the
                opportunity to obtain any additional information, to the extent we
                possessed such information, necessary to verify the accuracy of the
                information to which the investors were given access.





The
      offering circular furnished to investors advised investors in writing in capital
      letters of their rights to access to information as described above. The
      subscription agreement accompanying the offering circular contained similar
      language concerning and investor representations confirming access to
      information as well as additional investor representations and questions
      answered by investors concerning investors’ sophistication and ability to bear
      the risk of loss of the investment. Further, there were follow-up telephone
      conversations between the company and each investor after receipt of the
      subscription agreements.





Prospective
      investors were invited to review at our offices at any reasonable hour, after
      reasonable advance notice, any materials available to us concerning our
      business. Prospective investors were also invited to visit our
      offices.





Penny
      Stock Considerations





Our
      shares will be "penny stocks" as that term is generally defined in the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”), to mean equity
      securities with a price of less than $5.00. Our shares thus will be subject
      to
      rules that impose sales practice and disclosure requirements on broker-dealers
      who engage in certain transactions involving a penny stock.





Under
      the
      penny stock regulations, a broker-dealer selling a penny stock to anyone other
      than an established customer or accredited investor must make a special
      suitability determination regarding the purchaser and must receive the
      purchaser's written consent to the transaction prior to the sale, unless the
      broker-dealer is otherwise exempt. Generally, an individual with a net worth
      in
      excess of $1,000,000, or annual income exceeding $200,000 individually or
      $300,000 together with his or her spouse, is considered an accredited investor.
      In addition, under the penny stock regulations the broker-dealer is required
      to:





·
            Deliver,
                prior to any transaction involving a penny stock, a disclosure schedule
                prepared by the Securities and Exchange Commission (the “Commission” or
                the “SEC”) relating to the penny stock market, unless the broker-dealer or
                the transaction is otherwise exempt;





·
            Disclose
                commissions payable to the broker-dealer and our registered
                representatives and current bid and offer quotations for the securities;





·
            Send
                monthly statements disclosing recent price information pertaining
                to the
                penny stock held in a customer's account, the account's value and
                information regarding the limited market in penny stocks; and




8





·
            Make
                a special written determination that the penny stock is a suitable
                investment for the purchaser and receive the purchaser's written
                agreement
                to the transaction, prior to conducting any penny stock transaction
                in the
                customer's account.





Because
      of these regulations, broker-dealers may encounter difficulties in their attempt
      to sell shares of our common stock, which may affect the ability of investors
      to
      sell their shares in the secondary market and have the effect of reducing the
      level of trading activity in the secondary market. These additional sales
      practice and disclosure requirements could impede the sale of our securities,
      if
      our securities become publicly traded. In addition, the liquidity for our
      securities may be decreased, with a corresponding decrease in the price of
      our
      securities. Our shares in all probability will be subject to such penny stock
      rules and our shareholders will, in all likelihood, find it difficult to sell
      their securities.





In
      addition, various state securities laws impose restrictions on transferring
      penny stocks.








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





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





Overview





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


9





We
      currently offer the following products:





·
            **Independent
                Travel Agent Program or ITAP**-
                $349.99 initial fee; $99 annual fee after first year - sold by our
                Independent Representatives.





·
            **Marketing
                Opportunity**-
                $29.99 monthly license fee.





We
      currently support over 6,800 independent travel agents and over 2,900
      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 are 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 June 30, 2006 (See
      the
      section entitled “Legal Proceedings,” above).





Results
      of Operations





Fiscal
      Year Ended June 30, 2006 Compared to the Fiscal Year Ended June 30,
      2005





For
      the
      fiscal year ended June 30, 2006, revenues broke down as follows: Independent
      Travel Agent Program or ITAP sales - 81%, National Training Events - 15%, Travel
      Commissions - 4%.  For the fiscal year endend June 30, 2005, revenues broke
      down as follows: Independent Travel Agent Program or ITAP sales - 87%, National
      Training Events - 12%, and Travel Commissions- 2%.  We had total revenues
      of $2,633,554 for the fiscal year ended June 30, 2006, which was an increase
      of
      $953,194 or 57% over our revenue for the fiscal year ended June 30, 2005, which
      was $1,680,360.  Total revenues increased as a result of increased sales
      across the board, due to increased awareness in the marketplace, due to the
      increase in the number of Independent Representatives marketing our products,
      with travel commission revenue showing the largest percentage
      increase.   We expect that as ITAP sales and the number of active
      agents increase, the resulting travel commissions will continue to increase
      as a
      percentage of our overall revenue.





Our
      cost
      of sales increased $524,065, or 51%, to $1,551,289 for the fiscal year ended
      June 30, 2006, as compared to cost of sales of $1,027,224 for the fiscal year
      ended June 30, 2005.  Our cost of sales increased as a direct result of
      greater sales of our products.





We
      had
      gross profit of $1,082,265 for the fiscal year ended June 30, 2006, which was
      an
      increase of $429,129, or 66%, when compared to our gross profit for the fiscal
      year ended June 30, 2005, which was $653,136. Our increase in gross profit
      was
      attributable to the increase in our sales.





10


Our
      total
      operating expenses increased $215,969, or 25%, to $1,093,438 for the fiscal
      year
      ended June 30, 2006, as compared to total operating expenses of $877,469 for
      the
      fiscal year ended June 30, 2005. The increase in total operating expenses was
      mainly due to rent, staff, and hosting fees in connection with Pro Travel
      Network.com.  Staffing increased from 9 employees, with total salary of
      $278,218 for the fiscal year ended June 30, 2005, to 14 employees and total
      salary of $611,930 for the fiscal year ended June 30, 2006.





Other
      income and expense included an increase in net interest income of $5,348, to
      $5,477 for the fiscal year ended June 30, 2006, as compared to net interest
      income of $129 for the fiscal year ended June 30, 2005, an increase in gain
      on
      sale of investments of $1,353 and an increase in loss on foreign currency of
      $181 for the fiscal year ended June 30, 2006, compared to gain on sale of
      investments of $0 and loss on foreign currency of $0 for the fiscal year ended
      June 30, 2005.





We
      had
      net loss applicable to common stock of $4,524 for the fiscal year ended June
      30,
      2006, compared to a net loss applicable to common stock of $224,204 for the
      fiscal year ended June 30, 2005. Cash and non-cash compensation paid to
      GoPublicToday.com, Inc. for advisory and consulting services in connection
      with
      our efforts to become a fully reporting public company was $25,800 during the
      fiscal year ended June 30, 2006, compared to $305,000 during the fiscal year
      ended June 30, 2005. Although compensation paid GoPublicToday.com, Inc. is
      non-recurring, we will incur costs related to being a fully reporting public
      company in the future.





We
      had
      other comprehensive expense during the fiscal year ended June 30, 2006
      consisting of unrealized loss on investments of $10,232. We did not have other
      comprehensive income or expense during the fiscal year ended June 30, 2005.
      Our
      comprehensive loss was $14,756 for the fiscal year ended June 30,
      2006.





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: 3,397


·
            Name
                of Landlord: J&D Properties


·
            Term
                of Lease: 7 years, commencing March
                2005


·
            Monthly
                Rental: Escalating from $4,397 at commencement to $5,374 in the final
                year
                of the lease.





Our
      lease
      was amended in July, 2005, and monthly rent was reduced. The amount of reduction
      was due to an agreement to allow in the future an adjacent tenant to have access
      to 140 square feet of our current 3,397 square feet. All other terms remain
      the
      same. The lease is non-cancelable. On June 27, 2006, we leased 1,000 square
      feet
      of office space in London, Ontario Canada under a one year non-cancelable
      operating lease beginning in July 2006. Future minimum rental payments, by
      year and in the aggregate under these leases are as follows and include 3
      months of prepaid rent for our principal place of business for July 2007 and
      July/August 2008:





**Year
                Ending June 30,**
            **Amount**2007
            
            
            $
            72,7442008
            
            
            
            56,7442009
            
            
            
            56,7442010
            
            
            
            56,7442011
            
            
            
            56,744Thereafter
            
            
            
            56,744$
            356,464





11





Milestones





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





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





All
      steps
      will be undertaken contemporaneously.





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





Liquidity
      and Capital Resources





As
      of
      June 30, 2006, we had total current assets of $598,754 consisting of cash and
      cash equivalents of $366,881, accounts receivable of $56,175, inventory of
      $18,735, investments of $137,041 and prepaid expenses of $19,922. Our cash
      balances exceeded FDIC insurance protection levels by approximately $186,000
      at
      June 30, 2006 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 fiscal year ended June 30,
      2006.





We
      had
      total current liabilities of $432,681 consisting of accounts payable of $45,355,
      accrued expenses of $206,770 and deferred national event revenue of $180,556. Accrued
      expenses consisted of accrued employees salaries and benefits of $62,522 and
      commissions and vacation points owed our representatives in the amount
      of $144,248, of which approximately $70,963 was the estimated full potential
      value of PTN Rewards points owed Agents and Managers and the reminder was
      primarily commissions held for payment at the end of every two weeks. D eferred
      national event revenue represents payments that we receive in advance for
      national events that are scheduled to take place in a future period and is
      recognized when the scheduled event takes place and expenses related to the
      event are incurred.





We
      had
      working capital of $166,073 as of June 30, 2006.





12


During
      the fiscal year ended June 30, 2006, net cash increased $282,543 consisting
      of
      $232,147 provided by operating activities and $214,175 provided by financing
      activities from the issuance of common stock, which were offset by $163,779
      used
      in investing activities. The first time we had positive cash flow from
      operations was during the fiscal year ended June 30, 2005. A major factor that
      has positively influenced available cash going forward was the reduction from
      10% held reserve to 0% held reserve, from our credit card merchant account
      provider in October 2005. In addition, we expect certain of our expenses will
      diminish, in relation to revenue, due to the phasing out of major infrastructure
      expenses, such as furniture, computers, and software, but these reductions
      are
      anticipated to be offset by the increased costs of running a public company
      versus a private company and operating our Canadian office.





Net
      cash
      provided by operating activities during the fiscal year ended June 30, 2006,
      consisted of net loss of $4,524, adjustments for share based compensation of
      $10,000 and depreciation and amortization of $16,696, a decrease in prepaid
      expenses and other of $25,819, and increases in accounts payable and accrued
      expenses of $168,349 and deferred revenue of $58,778, which were offset by
      net
      loss of $4,524, an adjustment for gain on sale of investments of $1,353 and
      increases in accounts receivable of $33,170 and inventory of $8,448. Deferred
      revenue was comprised of monies for a national event, which monies had been
      received on or before the date of the financial statements but for which the
      national event had not occurred as of the date of the financial statements,
      resulting in the deferral.





Net
      cash
      used in investing activities during the fiscal year ended June 30, 2006,
      consisted of property and equipment purchases of $15,950, investments purchases
      of $161,503 and deposits of $1,910, which were offset by sale of investments
      of
      $15,584.





In
      April
      2005, we entered into an agreement with GoPublicToday.com, Inc., or GPT, to
      perform consulting and advisory services to assist us in our efforts to become
      a
      fully reporting publicly traded company. We have paid GPT $65,000 of the $75,000
      pursuant to our agreement and issued GPT 500,000 restricted shares of our common
      stock. There are no registration rights for these shares. Neither GPT nor any
      of
      its affiliates have assisted or will assist us in selling or marketing shares
      of
      our common stock or in press releases we may issue or have provided any other
      services to us.





In
      order
      to deal with on-going SEC compliance issues, related to filing of reports on
      Forms 10-KSB and 10-QSB and Sarbanes-Oxley compliance issues, we had agreed
      to
      retain Public Company Management Services, Inc., or PCMS, an affiliate of GPT.
      The fee for these services was 375,000 shares, with no registration rights,
      plus
      $4,000 per month for twelve months. In addition to the $65,000 that we had
      paid
      GPT as of June 30, 2006, we have paid approximately $7,090 for services which
      PCMS has provided to us in anticipation of our being a public company and to
      maintain a document management intranet. On June 13, 2006, we entered into
      an
      addendum to an amended and restated service agreement with GPT and its
      affiliates. The amended and restated agreement originally provided for the
      issuance to PCMS of 750,000 shares. The 750,000 shares were issued in advance
      on
      February 28, 2006. Pursuant to the addendum, PCMS returned 375,000 shares which
      were cancelled and the remaining 375,000 shares were reissued in the name of
      PCMS and escrowed. We entered into a second addendum with GPT and its
      affiliates, including PCMS to terminate the mutual rights and obligations
      regarding compliance under the amended and restated agreement. As a result,
      PCMS
      will not provide compliance services to us and the remaining 375,000 shares
      that
      were reissued in the name of PCMS were cancelled. In addition, we are no longer
      required to pay PCMS $4,000 per month for twelve months, or an aggregate of
      $48,000, for compliance services. The amended and restated agreement remains
      effective in all other respects.





We
      believe our cash and investment resources of $503,922 as of June 30, 2006,
      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
      are
      expanding our business operations in Canada as outlined in the Milestone table,
      above. We estimate that we need an additional $250,000 of capital for the
      expansion. 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




13




officers
      or directors or from shareholders. There can be no assurance that additional
      capital will be available to us, or that, if available, it will be on terms
      satisfactory to us. Any additional financing may involve dilution to our
      shareholders. In the alternative, additional funds may be provided from cash
      flow in excess of that needed to finance our day-to-day operations, although
      we
      may never generate this excess cash flow. If we raise additional capital or
      generate additional funds, we plan to use the funds to finance the minimum
      steps
      in the Milestone table that we would like to take to implement our business
      plan
      in the next 12 months ;
      however, the amounts actually expended may vary significantly. Accordingly,
      we
      will retain broad discretion in the allocation of any additional capital that
      we
      may receive or funds that we may generate. If we do
      not raise additional capital or generate additional funds, implementation of
      our
      business plans as set forth in the Milestone table will be delayed.





Risk
      Factors





*Risk
      Related To Our Business*





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





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





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





We
      rely
      on various agreements with our airline, hotel and auto suppliers, and these
      agreements contain terms that could affect our access to inventory and reduce
      our revenues. All of the relationships we have are freely terminable by the
      supplier upon notice. None of these arrangements are exclusive and any of our
      suppliers could enter into, and in some cases may have entered into, similar
      agreements with our competitors.





We
      cannot
      assure you that our arrangements with travel suppliers will remain in effect
      or
      that any of these suppliers will continue to supply us and our agents with
      the
      same level of access to inventory of travel offerings in the future. If access
      to inventory is affected, or our ability to obtain inventory on favorable
      economic terms is diminished, it could reduce our revenues.





**Our
      failure to establish and maintain representative relationships for any reason
      could negatively impact sales of our products and reduce our revenues.**




We
      distribute our products through independent representatives, and we depend
      upon
      them for sales revenue. For the the fiscal yer ended June 30, 2006, 4% of our
      revenues were comprised of commissions. To increase our revenue, we must
      increase the number of, or the productivity of, our representatives.
      Accordingly, our success depends in significant part upon our ability to
      attract, retain and motivate a large base of representatives. There may be
      a
      high rate of turn-over among our representatives. Since our inception, we have
      had approximately 1,900 independent travel agents that have become inactive
      for
      non-payment of the annual fee after their first year as an agent. The loss
      of a
      significant number of representatives without replacements being secured for
      any
      reason could reduce sales of our products and could impair our ability to
      attract new representatives.




14




**If
      we fail to attract and retain representatives in a cost-effective manner, our
      ability to grow and become profitable may be impaired.**





Our
      business strategy depends on increasing our overall number of customer
      transactions in a cost-effective manner. In order to increase our number of
      transactions, we must attract new representatives. Although we have spent
      significant financial resources on sales and marketing and plan to continue
      to
      do so, these efforts may not be cost effective in attracting new representatives
      or increasing transaction volume. If we do not achieve our marketing objectives,
      our ability to grow and increase revenues may be impaired.





**Our
      success depends on maintaining the integrity of our systems and
      infrastructure, which if not maintained could reduce our revenues.**





In
      order
      to be successful, we must provide reliable, real-time access to our systems
      for
      our representatives, customers and suppliers. As our operations grow in both
      size and scope, we will need to improve and upgrade our systems and
      infrastructure to offer an increasing number of people and travel suppliers
      enhanced products, services, features and functionality.  The expansion of
      our systems and infrastructure will require us to commit substantial financial,
      operational and technical resources before the volume of business increases,
      with no assurance that the volume of business will increase. Consumers and
      suppliers will not tolerate a service hampered by slow delivery times,
      unreliable service levels or insufficient capacity, any of which could reduce
      our revenues.





**Our
      computer systems may suffer failures, capacity constraints and business
      interruptions that could increase our operating costs and cause us to lose
      customers and reduce our revenues.**





Our
      operations face the risk of systems failures. Our systems and operations are
      vulnerable to damage or interruption from fire, flood, power loss,
      telecommunications failure, computer hacking break-ins, earthquake, terrorism
      and similar events.  The occurrence of a natural disaster or unanticipated
      problems at our facilities or locations of key vendors could cause interruptions
      or delays in our business, loss of data or render us unable to process
      reservations.  In addition, the failure of our computer and communications
      systems to provide the data communications capacity required by us, as a result
      of human error, natural disaster or other occurrence of any or all of these
      events could adversely affect our reputation, brand and business.  In these
      circumstances, our redundant systems or disaster recovery plans may not be
      adequate. Similarly, although many of our contracts with our service providers
      require them to have disaster recovery plans, we cannot be certain that these
      will be adequate or implemented properly.  In addition, our business
      interruption insurance may not adequately compensate us for losses that may
      occur.





**Rapid
      technological changes may render our technology obsolete or decrease the
      attractiveness of our products to representatives and consumers.**





To
      remain
      competitive in the online travel industry, we must continue to enhance and
      improve the functionality and features of our website. The Internet and the
      online commerce industry are rapidly changing. In particular, the online travel
      industry is characterized by increasingly complex systems and infrastructures
      and new business models.  If competitors introduce new products embodying
      new technologies, or if new industry standards and practices emerge, our
      existing website, technology and systems may become obsolete.





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





·
            enhance
                our existing products;


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


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




15





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





We
      may
      use new technologies ineffectively or we may fail to adapt our website,
      transaction processing systems and network infrastructure to consumer
      requirements or emerging industry standards. For example, our website
      functionality that allows searches and displays of ticket pricing and travel
      itineraries is a critical part of our service, and it may become out-of-date
      or
      insufficient from our customers' perspective and in relation to the search
      and
      display functionality of our competitors' websites. If we face material delays
      in introducing new services, products and enhancements, our representatives,
      customers and suppliers may forego the use of our products and use those of
      our
      competitors.





**Declines
      or disruptions in the travel industry, such as those caused by general economic
      downturns, terrorism, health concerns or strikes or bankruptcies within the
      travel industry could reduce our revenues.**





Our
      business is affected by the health of the travel industry. Travel expenditures
      are sensitive to business and personal discretionary spending levels and tend
      to
      decline during general economic downturns. Since 2001, the travel industry
      has
      experienced a protracted downturn, and there is a risk that a future downturn,
      or the continued weak demand for travel, could adversely affect the growth
      of
      our business. Additionally, travel is sensitive to safety concerns, and thus
      may
      decline after incidents of terrorism, during periods of geopolitical conflict
      in
      which travelers become concerned about safety issues, or when travel might
      involve health-related risks. For example, the terrorist attacks of September
      11, 2001, which included attacks on the World Trade Center and the Pentagon
      using hijacked commercial aircraft, resulted in a decline in travel bookings
      throughout the industry. The long-term effects of events such as these could
      include, among other things, a protracted decrease in demand for air travel
      due
      to fears regarding terrorism, war or disease. These effects, depending on their
      scope and duration, which we cannot predict at this time, could significantly
      reduce our revenues.





Other
      adverse trends or events that tend to reduce travel and may reduce our revenues
      include:





·
            higher
                fares and rates in the airline industry or other travel-related
                industries;


·
            labor
                actions involving airline or other travel
                suppliers;


·
            political
                instability and hostilities;


·
            fuel
                price escalation;


·
            travel-related
                accidents; and


·
            bankruptcies
                or consolidations of travel suppliers and
                vendors.





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





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





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





16


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





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





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





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





In
      addition, we bear financial risk from products or services purchased with
      fraudulent credit card data. Although we have implemented anti-fraud measures,
      a
      failure to control fraudulent credit card transactions adequately could
      adversely affect our business. Because of our limited operating history, we
      cannot assure you that our anti-fraud measures are sufficient to prevent
      material financial loss. Since we cannot exert the same level of influence
      or
      control over our representatives as we could were they our own employees, our
      representatives could fail to comply with our policies and procedures, which
      could result in claims against us that could harm our financial condition and
      operating results. We are not in a position to directly provide the same
      direction, motivation and oversight for our representatives as we would if
      such
      representatives were our own employees. As a result, there can be no assurance
      that our representatives will participate in our marketing strategies or plans,
      accept our introduction of new products and services, or comply with our
      policies and procedures.





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





Violations
      by our representatives of applicable laws or of our policies and procedures
      in
      dealing with customers could reflect negatively on our products and operations
      and harm our business reputation. In addition, it is possible that a court
      could
      hold us civilly or criminally accountable based on vicarious liability because
      of the actions of our representatives.





Adverse
      publicity concerning any actual or purported failure of us or our
      representatives to comply with applicable laws and regulations, whether or
      not
      resulting in enforcement actions or the imposition of penalties, could harm
      the
      goodwill of our company and could reduce our ability to attract, motivate and
      retain representatives, which would reduce our revenues. We cannot ensure that
      all representatives will comply with applicable legal requirements.





17


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





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





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





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





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





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





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





*Risk
      Related To Our Common Stock*





**Because
      our common stock will be considered a penny stock, any investment in our common
      stock is considered a high-risk investment and is subject to restrictions on
      marketability; you may be unable to sell your shares.**





If
      our
      common stock trades in the secondary market, we will be subject to the penny
      stock rules adopted by the SEC that require brokers to provide extensive
      disclosure to their customers prior to executing trades in penny stocks. These
      disclosure requirements may cause a reduction in the trading activity of our
      common stock, which in all likelihood would make it difficult for our
      shareholders to sell their securities.





18


**Because
      there is not now and may never be a public market for our common stock,
      investors may have difficulty in reselling their shares.**





Our
      common stock is currently not quoted on any market. No market may ever develop
      for our common stock, or if developed, may not be sustained in the future.
      Accordingly, our shares should be considered totally illiquid, which inhibits
      investors' ability to resell their shares.





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





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





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





As
      of
      September 28, 2006, there are 900,340 shares of our common stock held by
      non-affiliates and 23,000,000 shares of our common stock held by officers,
      directors and stockholders that currently own more than 5% of our securities
      that Rule 144 of the Securities Act of 1933 defines as restricted securities.
      We
      registered 400,340 of these shares with the SEC on a registration statement
      on
      Form SB-2, as amended, File No. 333-132127, which was declared effective on
      July
      19, 2006. No Shares have been sold pursuant to Rule 144 of the Securities Act
      of
      1933.





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





**Because
      we do not have an audit or compensation committee, shareholders will have to
      rely on the entire Board of Directors, all of which are not independent, to
      perform these functions.**





We
      do not
      have an audit or compensation committee comprised of independent directors.
      Indeed, we do not have any audit or compensation committee. These functions
      are
      performed by the Board of Directors as a whole. All members of the Board of
      Directors are not independent directors. Thus, there is a potential conflict
      in
      that board members who are management will participate in discussions concerning
      management compensation and audit issues that may affect management decisions.





19


Item
        7.Financial
        Statements.
 
 **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 To
        the
        Board of Directors
 Pro
        Travel Network, Inc.
 Fresno,
        California
 
 We
        have
        audited the accompanying balance sheet of Pro Travel Network, Inc. as of
        June
        30, 2006, and the related statements of operations, changes in shareholders’
equity, and cash flows for the two year period then ended. These financial
        statements are the responsibility of the management of Pro Travel Network,
        Inc.
        Our responsibility is to express an opinion on these financial statements
        based
        on our audits.
 
 We
        conducted our audits in accordance with standards of the Public Company
        Accounting Oversight Board (United States). These standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. An audit includes examining,
        on a
        test basis, evidence supporting the amounts and disclosures in the financial
        statements. An audit also includes assessing the accounting principles used
        and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audits provide a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the accompanying financial statements present fairly, in all material
        respects, the financial position of Pro Travel Network, Inc. as of June 30,
        2006, and the results of its operations and cash flows for the two year period
        then ended in conformity with accounting principles generally accepted in
        the
        United States of America.
 
 
 Malone
        & Bailey, PC
 www.malone-bailey.com
 Houston,
        Texas
 
 August
        23, 2006
 
 20
 
 **PRO
        TRAVEL NETWORK, INC.**
 **BALANCE
        SHEET**
 **June
        30, 2006**
 **ASSETS****CURRENT
                  ASSETS**Cash
                  and cash equivalents
              
              $
              366,881Accounts
                  receivable
              
              
              56,175Inventory
              
              
              18,735Investments
              
              
              137,041Prepaid
                  expenses
              
              
              19,922Total
                  current assets
              
              
              598,754**PROPERTY
                  and EQUIPMENT, net**
              
              
              40,531**OTHER
                  ASSETS**Security
                  deposits, net of allowance of $35,353
              
              
              115,286**TOTAL
                  ASSETS**
              
              $
              754,571**LIABILITIES
                  AND SHAREHOLDERS’ EQUITY****CURRENT
                  LIABILITIES**Accounts
                  payable
              
              $
              45,355Accrued
                  expenses
              
              
              206,770Deferred
                  national event revenue
              
              
              180,556Total
                  current liabilities
              
              
              432,681**SHAREHOLDERS’
                  EQUITY**Common
                  stock, $.001 par value; 50,000,000 shares authorized,23,900,340
                  and 23,709,000 shares issued and outstanding
              
              
              23,900Additional
                  paid-in-capital
              
              
              654,775Retained
                  deficit
              
              
              (356,785
              )Total
                  shareholders’ equity
              
              
              321,890**TOTAL
                  LIABILITIES AND SHAREHOLDERS’ EQUITY**
              
              $
              754,571
 
 
 The
        accompanying notes are an integral part of the financial
        statements.
  21
  **PRO
        TRAVEL NETWORK, INC.**
 **STATEMENTS
        OF OPERATIONS**
  **For
                  the Year Ended****June
                  30,****2006**
              
              **2005****REVENUE**Travel
                  agent products
              
              $
              2,118,683
              
              $
              1,453,972National
                  events
              
              
              406,500
              
              
              196,624Commissions
              
              
              108,371
              
              
              29,764Total
                  revenues
              
              
              2,633,554
              
              
              1,680,360Travel
                  agent products
              
              
              1,171,113
              
              
              822,602National
                  events
              
              
              380,176
              
              
              204,622**COST
                  OF SALES**
              
              
              1,551,289
              
              
              1,027,224Gross
                  profit
              
              
              1,082,265
              
              
              653,136**OPERATING
                  EXPENSES**Compensation
                  expense
              
              
              611,930
              
              
              278,218Professional
                  and consulting fees
              
              
              99,041
              
              
              346,999General
                  and administrative expenses
              
              
              365,771
              
              
              240,240Depreciation
                  expense
              
              
              16,696
              
              
              12,012Total
                  operating expenses
              
              
              1,093,438
              
              
              877,469Loss
                  from operations
              
              
              (11,173
              )
              
              (224,333
              )**OTHER
                  INCOME (EXPENSE)**Interest
                  income, net
              
              
              5,477
              
              
              129Gain
                  on sale of investments
              
              
              1,353
              
              
              -Loss
                  on foreign currency
              
              
              (181
              )
              
              -Net
                  loss applicable to common stock
              
              $
              (4,524
              )
              $
              (224,204
              )**OTHER
                  COMPREHENSIVE EXPENSE**Unrealized
                  loss on investments
              
              
              (10,232
              )
              
              -Comprehensive
                  loss
              
              $
              (14,756
              )
              $
              (224,204
              )Basic
                  and Diluted Per Common Share DataBasic
                  and diluted net loss per share
              
              $
              (
                  0.00
              )
              $
              (0.01
              )Weighted
                  average shares outstanding
              
              
              23,785,205
              
              
              23,130,619
 
 
 The
        accompanying notes are an integral part of the financial
        statements.
  22
  **PRO
                  TRAVEL NETWORK, INC.****STATEMENT
                  OF CHANGES IN SHAREHOLDERS’ EQUITY****For
                  the Years Ended June 30, 2006 and 2005**Common
                  Shares
              
              Common
                  Stock
              
              Additional
                  Paid in Capital
              
              Retained
                  Earnings
              
              TotalBalances,
                  June 30, 2004
              
              
              23,000,000
              
              $
              23,000
              
              $
              77,000
              
              $
              (117,825
              )
              $
              (17,825
              )Stock
                  issued for:Cash
              
              
              209,000
              
              
              209
              
              
              104,291
              
              
              -
              
              
              104,500Services
              
              
              500,000
              
              
              500
              
              
              249,500
              
              
              -
              
              
              250,000Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              (224,204
              )
              
              (224,204
              )Balances,
                  June 30, 2005
              
              
              23,709,000
              
              
              23,709
              
              
              430,791
              
              
              (342,029
              )
              
              112,471Stock
                  issued for:Cash
              
              
              171,340
              
              
              171
              
              
              214,004
              
              
              -
              
              
              214,175Services
              
              
              20,000
              
              
              20
              
              
              9,980
              
              
              -
              
              
              10,000Unrealized
                  loss on investments
              
              
              
              
              
              
              
              
              
              
              
              (10,232
              )
              
              (10,232
              )Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              (
                  4,524
              )
              
              (4,524
              )Balances,
                  June 30, 2006
              
              
              23,900,340
              
              $
              23,900
              
              $
              654,775
              
              $
              (356,785
              )
              $
              321,890
  
 The
        accompanying notes are an integral part of the financial
        statements.
 
 23
 
 **PRO
        TRAVEL NETWORK, INC.**
 **STATEMENTS
        OF CASH FLOWS**
 
 **For
                  the Year Ended****June
                  30,****2006**
              
              **2005****Cash
                  flows from operating activities**Net
                  loss
              
              $
              (4,524
              )
              $
              (224,204
              )Adjustments
                  to reconcile net loss to netcash provided by operating activities:Share
                  based compensation
              
              
              10,000
              
              
              250,000Provision
                  for bad debt
              
              
              -
              
              
              14,349Depreciation
                  and amortization
              
              
              16,696
              
              
              12,012Gain
                  on sale of investments
              
              
              (1,353
              )
              
              -Changes
                  in assets and liabilities:Accounts
                  receivable
              
              
              (33,170
              )
              
              (19,000
              )Inventory
              
              
              (8,448
              )
              
              (9,137
              )Prepaid
                  expenses and other
              
              
              25,819
              
              
              (172,716
              )Accounts
                  payable and accrued expenses
              
              
              168,349
              
              
              40,195Deferred
                  revenue
              
              
              58,778
              
              
              121,778Net
                  cash provided by operating activities
              
              
              232,147
              
              
              13,277**Cash
                  flows from investing activities**Purchase
                  of property and equipment
              
              
              (15,950
              )
              
              (35,060
              )Purchase
                  of investments
              
              
              (161,503
              )
              
              -Sale
                  of investments
              
              
              15,584
              
              
              -Deposits
              
              
              (1,910
              )
              
              -Net
                  cash flows used in investing activities:
              
              
              (163,779
              )
              
              (35,060
              )**Cash
                  flows from financing activities**Sale
                  of common stock
              
              
              214,175
              
              
              104,500Net
                  increase in cash and cash equivalents
              
              
              282,543
              
              
              82,717**Cash
                  and cash equivalents**Beginning
                  of year
              
              
              84,338
              
              
              1,621End
                  of year
              
              $
              366,881
              
              $
              84,338
 
 Supplemental
        disclosure requirements:
 Income
                  taxes paid
              
              $
              -
              
              $
              -Interest
                  paid
              
              $
              -
              
              $
              -
 
 The
        accompanying notes are an integral part of the financial
        statements.
 
 24
  **NOTE
        A - NATURE OF BUSINESS**
 
 *Nature
        of Business*
 
 Pro
        Travel Network, Inc. is a Nevada corporation that was incorporated on October
        23, 2003. Pro Travel was initially named PTN Investment Group, Inc. and up
        through May 2005 was doing business as Pro Travel Network. In May 2005, Pro
        Travel 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.  Pro
        Travel 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, 2006, and 2005, respectively, Pro Travel has
        determined that no allowance for doubtful accounts is necessary.
 
 Cash
        balances exceeded FDIC insurance protection levels by approximately $186,000
        at
        June 30, 2006 and at certain points throughout the year subjecting Pro
        Travel to risk
        related to the un-protected balance. Pro
        Travel has
        determined that the risk of loss associated with these un-protected balances
        is
        remote and therefore no adjustment for the risk has been provided for the
        year
        ending June 30, 2006.
 
 *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, 2006, and 2005, respectively, Pro
        Travel has determined that no obsolete or slow-moving inventory valuation
        is
        necessary.
 
 25
 
 *Investments*
 
 Pro
        Travel classifies its investments as available-for-sale which are reported at estimated
        fair value with unrealized gains and losses included in other comprehensive
        expense net of applicable deferred income taxes. The annual amortization
        or
        accretion (if applicable) is recorded as a charge or credit to interest income.
        Realized gains and losses on sales are recognized in net income on the specific
        identification basis. The estimated fair values of investments are based
        on
        quoted market prices or dealer quotes.
 
 *Property
        and Equipment*
 
 Property
        and equipment are recorded at cost. The cost and related accumulated
        depreciation of assets sold, retired or otherwise disposed of are removed
        from
        the respective accounts, and any resulting gains or losses are included in
        the
        Statements of Operations. Depreciation is computed for financial reporting
        purposes using the straight-line method over the estimated useful lives of
        the
        related assets as follows:
 
 Furniture
                  and fixtures
              7
                  years
 
 Computers
                  and software
              3
                  years
 
 Leasehold
                  improvements
              Shorter
                  of asset life or term of lease
 
 Depreciation
        and amortization expense related to property and equipment was approximately
        $16,696 and $12,012 for the years ended June 30, 2006, and 2005,
        respectively.
 
 *Revenue
        Recognition*
 
 Pro
        Travel recognizes revenue when persuasive evidence of an arrangement exists, services
        have been rendered, the sale price is fixed and determinable and collectibility
        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 Pro
        Travel ’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.
 
 **Commission
        Revenue**
 Pro
        Travel has
        negotiated arrangements with many travel industry vendors (e.g., hotels,
        vacation resorts and cruise lines) (“Preferred Suppliers”) that provide Pro
        Travel 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 income equal to the gross commission received and recognizes an
        expense equal to the percentage of the commission due the independent travel
        agent.
 
 26
 **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, 2006
        and
        2005.
 
 *Income
        Taxes*
 
 Pro
        Travel recognizes deferred income tax liabilities and assets for the expected
        future tax consequences of events that have been included in the financial
        statements or tax returns. Deferred income tax liabilities and assets are
        determined based on the difference between the financial statement and the
        tax
        basis of assets and liabilities using enacted tax rates in effect for the
        year
        in which the differences are expected to reverse. Pro Travel recognizes deferred
        tax assets if it is more likely than not that the assets will be realized
        in
        future years.
 
 *Stock-Based
        Compensation*
 
 From
        time
        to time, Pro Travel issues shares of common stock to its directors, certain
        employees and non-employee service providers. The Company recognizes the
        estimated fair value of those shares at the date of grant as unearned
        compensation and amortizes such amount to compensation expense ratably over
        the
        vesting period of each grant. In those instances where the award is immediately
        vested, Pro Travel recognizes a charge for stock based compensation on the
        grant
        date..
 
 *New
        Accounting Standards*
 
 In
        December 2004, the FASB issued SFAS No.123R, " *Accounting
        for Stock-Based Compensation.* "
        SFAS
        No.123R establishes standards for the accounting for transactions in which
        an
        entity exchanges its equity instruments for goods or services. This Statement
        focuses primarily on accounting for transactions in which an entity obtains
        employee services in share-based payment transactions. SFAS No.123R requires
        that the fair value of such equity instruments be recognized as expense in
        the
        historical financial statements as services are performed. Prior to SFAS
        No.123R, only certain pro forma disclosures of fair value were required.
        SFAS
        No.123R shall be effective for small business issuers as of the beginning
        of the
        first interim or annual reporting period that begins after December 15, 2005.
        As
        of June 30, 2005, Pro Travel has not issued any options to employees. Pro
        Travel
        will adopt SFAS No. 123R as of January 1, 2006, the beginning of its third
        interim reporting period. The impact of the adoption of SFAS No. 123R on
        the
        financial statements of Pro Travel during fiscal year 2006 will depend largely
        on the number of grants, if any, that are made to employees.
 
 Pro
        Travel does not expect the adoption of any other recently issued accounting
        pronouncements to have a significant impact on its financial position, results
        of operations or cash flows.
 
 *Reclassifications*
  Certain
        reclassifications have been made on the 2006 financial statements to conform
        with the 2005 presentation.
 
 *Net
        Income Per Common Share*
 
 Basic
        net
        income(loss) per common share amounts are computed using the weighted average
        number of common shares outstanding during the year. Diluted per common share
        amounts are computed using the weighted average number of common shares
        outstanding during the year and dilutive potential common shares. Dilutive
        potential common shares consist of stock options, stock warrants and Redeemable
        Convertible Preferred Stock and are calculated using the treasury stock method.
        As of June 30, 2006 and 2005, there were no dilutive potential common shares
        outstanding.
 
 27
 
 **NOTE
        C — INVESTMENTS**
 
 The
        aggregate amortized cost, gross unrealized gains, gross unrealized losses,
        and
        estimated fair value, for available for sale securities by major security
        type
        at June 30, 2006 is as follows:
 
 2006Gross
              
              Gross
              
              EstimatedAmortized
              
              Unrealized
              
              Unrealized
              
              FairCost
              
              Gains
              
              Losses
              
              ValueCertificate
                  of deposits
              
              $
              125,428
              
              $
              -
              
              $
              -
              
              $
              125,428Corporate
                  equity investments
              
              
              21,845
              
              
              -
              
              
              10,232
              
              
              11,613Total
              
              $
              147,273
              
              $
              -
              
              $
              10,232
              
              $
              137,041
 
 
 The  amortized
        cost and estimated fair value of investment securities at June 30, 2006 by
        contractual maturity are shown below.
 
 EstimatedAmortized
              
              FairFair
                  Value
              
              
              Cost
              
              
              ValueDue
                  in one year or less
              
              $
              125,428
              
              $
              125,428Corporate
                  equity investments
              
              
              21,845
              
              
              11,613Total
              
              $
              147,273
              
              $
              137,041
 
 **NOTE
        D - PROPERTY & EQUIPMENT**
 
 **Property
        & equipment as of June 30,2006 consists of the
        following:**
 
 Description
              
              
              
              June
                  30,
                2006Furniture
                  and fixtures
              
              
              
              
              $
              19,087Equipment
              
              
              
              
              
              24,725Websites/Software
              
              
              
              
              
              28,198Total
                  property and equipment, gross
              
              
              
              
              
              72,010Less
                  accumulated depreciation
              
              
              
              
              
              (31,479
              )Total
                  property and equipment, net
              
              
              
              
              $
              40,531
 
 28
  **NOTE
        E — COMMON STOCK**
 
 *Issuances
        for Services*
 
 On
        July
        31, 2005, Pro Travel granted 20,000 shares of common stock to its employees
        as a
        stock bonus. The Company recognized share based compensation expense of $10,000
        for the year ended June 30, 2006, based upon the estimated fair market value
        of
        the shares at the grant date. Since Pro Travel’s stock was not listed on a
        public exchange the fair market value per share was based upon the estimated
        value received in historical stock transactions. These charges for share
        based
        compensation expense are included in compensation expenses in the statements
        of
        operations.
 
 *Issuances
        for Cash*
 
 On
        February 27, 2006, Pro Travel sold 171,340 shares of common stock for $214,175.
 
 **NOTE
        F - SECURITY DEPOSITS**
 
 Deposits
        are comprised of operating lease deposits of $15,286 and amounts on deposit
        with
        two third-party credit card payment processing services that serve as collateral
        in case Pro
        Travel ceased
        operations or experienced excessive charge backs with its customers totaling
        $135,353. Of the $135,353, $35,353 relates to a credit card processing service
        that ceased operations prior to returning Pro
        Travel ’s
        deposit. Although Pro
        Travel is
        pursuing collection of this amount, it has provided an allowance for the
        entire
        balance.
 
 **NOTE
        G - ACCRUED EXPENSES**
 
 Accrued
        expenses consist of the following at June 30, 2006:
 Rep
                    commissions payable
                
                $
                73,285PTN
                    Reward Points payable
                
                
                70,963Accrued
                    employee salaries and benefits
                
                
                62,522Total
                    accrued liabilities
                
                $
                206,770
 
 PTN
        Reward Points payable represent incentive awards for agent
        bookings.
 
 **NOTE
        H - 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
        each scheduled event takes place and expenses related to the event are incurred.
 
 **NOTE
        I - INCOME TAXES**
 
 Income
        taxes are not due since Pro
        Travel has
        continued to operate at net loss since inception. Pro Travel has deductible
        net
        operating losses of approximately $26,784 at June 30, 2006. These losses
        begin
        to expire in 2024. Components of deferred tax assets and liabilities at June
        30,
        2006 are as follows:
  Deferred
                tax asset - net operating loss
                carry-forwards
              
              $
              9,375Deferred
                tax liability - unrealized holding loss
                on investments
              
              
              (3,531
              )Valuation
                allowance
              
              
              (5,844
              )Net
                deferred tax asset
              
              $
              -
 
 Pro
        Travel has recorded a full valuation allowance against its deferred tax asset
        since it believes it is more likely than not that such deferred tax asset
        will
        not be realized.
 
 29
 **NOTE
        J —** **COMMITMENTS
        AND CONTINGENCIES**
 
 Pro
        Travel leases office space under a non-cancelable operating lease. Rent expense
        was $55,342 and $21,560 for the years ended June 30, 2006, and 2005,
        respectively. On June 27, 2006, Pro Travel leased 1,000 sq. ft. of office
        space
        in London, Ontario under a one year non-cancelable operating lease beginning
        in
        July 2006.
 
 Future
        minimum rental payments, by year and in the aggregate, under operating leases
        with terms of one year or more at June 30, 2006 are as follows:
 
 **Year
                  Ending June 30,**
              
              **Amount**2007
              
              $
              72,7442008
              
              
              56,7442009
              
              
              56,7442010
              
              
              56,7442011
              
              
              56,744Thereafter
              
              
              56,744$
              356,464
 
 During
        the normal course of business, Pro
        Travel may
        become involved in various claims and legal actions. Management of Pro
        Travel establishes estimated liabilities for contingencies consistent with guidance
        prescribed in SFAS 5. Currently, management believes Pro
        Travel 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, 2006, and 2005, respectively.
 
 30





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





None.








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





Evaluation
      of Disclosure Controls and Procedures




Our
      Chief
      Executive Officer and Principal Financial Officer, after evaluating the
      effectiveness of our “disclosure controls and procedures” (as defined in the
      Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end
      of
      the period covered by this report (the “Evaluation Date”), has concluded that as
      of the Evaluation Date, our disclosure controls and procedures are effective
      to
      provide reasonable assurance that information required to be disclosed by us
      in
      the reports that we file or submit under the Exchange Act (i) is accumulated
      and
      communicated to our management, including our Chief Executive Officer and
      Principal Financial Officer, as appropriate, to allow timely decisions regarding
      required disclosure, and (ii) is recorded, processed, summarized and reported
      within the time periods specified in the Commission’s rules and
      forms.





Changes
      in Internal Control over Financial Reporting





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





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





Form
      8-K, Item 1.01 Entry into a Material Definitive Agreement





On
      June
      13, 2006, we entered into an addendum to an amended and restated service
      agreement with Public Company Management Corporation, or PCMC,
      GoPublicToday.com, Inc., or GPT and Public Company Management Service, Inc.,
      or
      PCMS. The amended and restated agreement originally provided, in pertinent
      part,
      for the issuance to PCMS of 750,000 shares of our common stock for compliance
      services to be rendered to us during the first twelve months subsequent to
      the
      effective date of any registration of securities under the Securities Act of
      1933 or the Securities and Exchange Act of 1934. The 750,000 shares were issued
      in advance on February 28, 2006. Pursuant to the addendum, PCMS returned 375,000
      shares which were cancelled and the remaining 375,000 shares were reissued
      in
      the name of PCMS and escrowed.





Form
      8-K, Item 1.02 Termination of a Material Definitive Agreement





On
      September 21, 2006, we entered a second addendum with PCMC, GPT and PCMS to
      terminate the mutual rights and obligations regarding compliance under the
      amended and restated agreement. As a result, PCMS will not provide compliance
      services to us and the remaining 375,000 shares that had been reissued in the
      name of PCMS were cancelled. In addition, we are no longer required to pay
      PCMS
      $4,000 per month for twelve months, or an aggregate of $48,000, for compliance
      services. The amended and restated agreement remains effective in all other
      respects.




31





**PART
      III**





**Item
                9.**
            **Directors,
                Executive Officers, Promoters and Control Persons; Compliance with
                Section
                16(a) of the Exchange Act****.**





Mr.
      Paul
      Henderson, age 41, has been CEO, President and director since our inception
      in
      October 2003. Mr. Henderson is our sole director. His previous business
      experience is as follows:





**Employer’s
                Name, Address and**
              **Business
                in Which Engaged**
            **Duties,
                Positions and/or**
              **Office(s)
                Held**
            **Dates
                in Position or Office**Self
                employed sales and
              recruiting
                representative selling
              and
                recruiting people to sell long
              distance
                services
            
            Jan.
                2002- October 2003ACN,
                Inc., a long distance
              service
                marketing company
            Regional
                Vice President
            Jan
                2000 - 2002





Mr.
      Henderson is subject to the following lien:





·
            Date
                of Lien: 04/03


·
            Amount
                of Lien: $24,970


·
            Who
                holds lien: IRS


·
            Reason
                Lien placed: Income Tax for years 1989/1990/1991





Mr.
      Henderson’s position concerning this matter is that he believes that the lien is
      in error and that interest and penalties have made the amount due excessive.
      Mr.
      Henderson is currently deciding how to deal with this issue. None of the assets
      of Pro Travel Network, Inc. are covered by this lien. Although not his current
      intention, Mr. Henderson may be forced to sell a portion of his ownership in
      Pro
      Travel Network to satisfy the lien.





No
      Standing Audit, Nominating or Compensation Committee





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





Code
      of Ethics





Our
      board
      of directors adopted a code of ethics in September 2006, meeting the
      requirements of Section 406 of the Sarbanes-Oxley Act of 2002. We will provide
      to any person without charge, upon request, a copy of our code of ethics.
      Persons wishing to make such a request should contact Secretary, Pro Travel
      Network, Inc. at 516 West Shaw Avenue # 103, Fresno, California
      93704.





Mr.
      Henderson is currently the only covered person under our code of ethics. Mr.
      Henderson would be responsible to report to our general counsel his own
      violations of the code, to take immediate and appropriate action on any
      violations of the code and to subject himself to disciplinary action including
      termination of employment. There is a risk that if Mr. Henderson violates the
      code, he will not report on himself or take immediate and appropriate action
      on
      such violations.




32





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




The
      following table sets forth summary information concerning the compensation
      received for services rendered to us during the three fiscal years ended June
      30, 2006 by our CEO.




**Summary
                  Compensation Table****(1)****Annual
                  Compensation**Name
                  & Principal Position
              Year
              Salary($)
              Bonus($)
              Other
                  Annual Compensation($)Paul
                  Henderson(2)
              2006
              $  
                  108,000
              $  
                  129,872
              -CEO,
                  President and Sole Director
              2005
              $
                      91,835
              -
              -2004
              $  
                    18,000
              -
              $   
                  40,000





(1)
            Does
                not include perquisites and other personal benefits in amounts less
                than
                10% of the total annual salary and other
                compensation.


(2)
            Consists
                of consulting fees paid in addition to salary. Excludes commission
                overrides of less than 3.5% on commissions paid to agents Mr. Henderson
                recruited at the start of our business. Mr. Henderson no longer recruits
                agents for which he receives commission overrides. As of June 30,
                2006,
                $4,500 of Mr. Henderson’s salary and $43,407 of Mr. Henderson’s other
                annual compensation was accrued.





Except
      as
      set forth in footnotes (1) and (2) the compensation discussed herein addresses
      all compensation awarded to, earned by, or paid to our named executive officer.
      There are no other stock option plans, retirement, pension, or profit sharing
      plans for the benefit of our officers and directors other than as described
      herein.





Board
      Compensation





Members
      of our Board of Directors do not receive compensation for their services as
      directors.





Compensation
      Agreements





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





·
            The
                agreement will begin on March 1,
                2005.


·
            The
                salary shall be $108,000 per year plus commission at 12% of the net
                of all
                sales revenue, less all costs of sales
                expenses.


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




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


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


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


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


(e)
       Bankruptcy or chapter 11 reorganization.





33


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.





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





The
      following tables set forth information as of September 28, 2006, with respect
      to
      the beneficial ownership of our common stock by each person known by us to
      be
      the beneficial owner of more than 5% of our outstanding common stock, each
      of
      our directors and named executive officers, and our directors and named
      executive officers as a group.





**Common
                Stock**
              **Beneficially
                Owned****(1)****Name
                and Address of Beneficial Owner****(2)**
            **Number**
            **Percent**Paul
                Henderson
            12,500,000
            52.3%Nancy
                Singer
            2,500,000
            10.5%Beverly
                Thomas
            6,000,000
            25.1%Dorothy
                Harmon
            2,000,000
            8.4%All
                directors and named executive officers as a group (1
                person)
            12,500,000
            52.3%





(1)
            The
                number of shares of common stock owned are those "beneficially owned"
                as
                determined under the rules of the SEC, including any shares of common
                stock as to which a person has sole or shared voting or investment
                power
                and any shares of common stock which the person has the right to
                acquire
                within 60 days through the exercise of any option, warrant or right.
                More
                than one person may be deemed to be a beneficial owner of the same
                securities. The percentage of beneficial ownership by any person
                as of a
                particular date is calculated by dividing the number of shares
                beneficially owned by such person, which includes the number of shares
                as
                to which such person has the right to acquire voting or investment
                power
                within 60 days, by the sum of the number of shares outstanding as
                of such
                date plus the number of shares as to which such person has the right
                to
                acquire voting or investment power within 60 days. Consequently,
                the
                denominator used for calculating such percentage may be different
                for each
                beneficial owner. This table is based upon information derived from
                our
                stock records. Unless otherwise indicated in the footnotes to this
                table
                and subject to community property laws where applicable, each of
                the
                shareholders named in this table has sole or shared voting and investment
                power with respect to the shares indicated as beneficially owned.
                Applicable percentages are based upon 23,900,340 shares of our common
                stock which were outstanding as of September 28, 2006.


(2)
            The
                business address of the shareholders except as set forth below is
                516 West
                Shaw Avenue # 103, Fresno, California
                93704.





Changes
      in Control





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





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





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




34


**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





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





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.




During
      the year ended June 30, 2006, Paul Henderson provided management and other
      services to us under an employment agreement pursuant to which we pay Mr.
      Henderson salary of $108,000 per year and a commission of 12% of the net of
      all
      sales revenue, less all costs of sales expenses. Mr. Henderson earned $237,872
      during the fiscal year ended June 30, 2006 under the employment
      agreement.




35







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





**Exhibit
                No.**
            **Description
                of Exhibit**3.1(1)
            Articles
                of Incorporation3.2(2)
            Bylaws3.3(2)
            Amendment
                to Articles of Incorporation10.1(2)
            Employment
                Agreement with Paul Henderson10.2(1)
            Amended
                and Restated Service Contract with Public Company Management Corporation
                dated April 6, 200610.3(3)
            Addendum
                to Amended and Restated Service Contract with Public Company Management
                Corporation effective April 6, 200610.4(3)
            Escrow
                Agreement with Public Company Management Corporation effective April
                6,
                200610.5*
            Second
                Addendum to Amended and Restated Service Contract with Public Company
                Management Corporation effective April 6, 200614*
            Code
                of Ethics31*
            Certification
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                200232*
            Certification
                pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002





(1)
            Filed
                as Exhibits 3.1 and 10.3 to the registrant’s Form SB-2/A filed with the
                SEC on April 10, 2006, and incorporated herein by
                reference.


(2)
            Filed
                as Exhibits 3.2, 3.3 and 10.1 to the registrant’s Form SB-2 filed with the
                SEC on March 1, 2006, and incorporated herein by
                reference.


(3)
            Filed
                as Exhibits 10.4 and 10.5 to the registrant’s Form SB-2/A filed with the
                SEC on July 6, 2006, and incorporated herein by
                reference.


*
            Filed
                herewith.








**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 30,2006
            
            
            2005Audit
                Fees
            
            $
            35,635
            
            $
            19,500Audit-Related
                Fees
            
            $
            -
            
            $
            -Tax
                Fees
            
            $
            -
            
            $
            -All
                Other Fees
            
            $
            -
            
            $
            -





36





**SIGNATURES**




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




**PRO
      TRAVEL NETWORK, INC.**




By: /s/ *Paul
      Henderson*


Name:
      Paul Henderson


Title:
      Chief Executive Officer and President


Date:
      October 3, 2006








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
                3, 2006Paul
                Henderson
            (Principal
                Executive Officer,Principal
                Financial Officer andPrincipal
                Accounting Officer)








37