UNITED STATES

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bb9+Ml8QOJIHJFy+swOdvnSA/kXbMQKzmxMZyAyOF0lUdQp0pBVjGJq2jZ36Fnv9 0lKVu7QBzZHxEmU/wOm5hQ== 0001350284-06-000016.txt : 20060301 0001350284-06-000016.hdr.sgml : 20060301 20060301154043 ACCESSION NUMBER: 0001350284-06-000016 CONFORMED SUBMISSION TYPE: SB-2 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20060301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pro Travel Network, Inc CENTRAL INDEX KEY: 0001353371 IRS NUMBER: 680571584 FILING VALUES: FORM TYPE: SB-2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-132127 FILM NUMBER: 06655491 BUSINESS ADDRESS: BUSINESS PHONE: 5592246000 MAIL ADDRESS: STREET 1: 516 W. SHAW AVE., SUITE 103 CITY: FRESNO STATE: CA ZIP: 93704 SB-2 1 protravelsb2initialfinaltoed.htm MAIN DOCUMENT UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pro Travel Network, Inc.

(Name of small business issuer in our charter)


Nevada	4700	68-0571584
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	IRS I.D.

516 W. Shaw Avenue #103, Fresno, Ca 93704;

(Address of principal executive offices) (Zip Code)

Registrant's telephone number: 559 224-6000

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box: |X|

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act of 1933 registration number of the earlier effective registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. |_|

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_|

CALCULATION OF REGISTRATION FEE

Title of Each

Class of

Securities

To Be

Registered

Amount

To Be

Registered

Proposed

Maximum

Offering

Price

Per Unit (1)

Proposed

Maximum

Aggregate

Offering

Price

Amount of

Registration

Fee

Common Stock offered by our Selling Stockholders (2)

400,340

$1.25

$500,425

$53.55

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457.

(2) The selling shareholders will offer their shares at $1.25 per share until our shares are quoted on the OTC Bulletin Board and, assuming we secure this qualification, thereafter at prevailing market prices or privately negotiated prices. We will not receive proceeds from the sale of shares from the selling shareholders.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.

PROSPECTUS

PRO TRAVEL NETWORK, INC.

Selling shareholders are offering up to 400,340 shares of common stock. The selling shareholders will offer their shares at $1.25 per share until our shares are quoted on the OTC Bulletin Board and, assuming we secure this qualification, thereafter at prevailing market prices or privately negotiated prices. We will not receive proceeds from the sale of shares from the selling shareholders.

There are no underwriting commissions involved in this offering. We have agreed to pay all the costs of this offering. Selling shareholders will pay no offering expenses. Prior to this offering, there has been no market for our securities. Our common stock is not now listed on any national securities exchange, the NASDAQ stock market, or the OTC Bulletin Board. There is no guarantee that our securities will ever trade on the OTC Bulletin Board or other exchange.

This offering is highly speculative and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See "Risk Factors" beginning on page 8.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is __________________.

TABLE OF CONTENTS

SUMMARY INFORMATION AND RISK FACTORS

Special Information Regarding Forward Looking Statements

USE OF PROCEEDS

DETERMINATION OF OFFERING PRICE

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

DESCRIPTION OF SECURITIES

INTEREST OF NAMED EXPERTS

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

FOR SECURITIES LIABILITIES

DESCRIPTION OF BUSINESS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

DESCRIPTION OF PROPERTY

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

EXECUTIVE COMPENSATION

FINANCIAL STATEMENTS

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

SUMMARY INFORMATION AND RISK FACTORS

You should carefully read all information in the prospectus, including the financial statements and their explanatory notes, under the Financial Statements prior to making an investment decision.

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. 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.

Business

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

We currently offer the following products:

Independent Travel Agent Program or ITAP - $349.99 - sold by our Independent Representatives

Once a sale is made, the purchaser becomes an Independent Travel Agent. They are provided 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 5,300 independent travel agents and over 2,300 Independent Representatives throughout North America.

Our address is 516 W. Shaw Avenue #103, Fresno, Ca 93704 and our telephone number is 559-224-6000

The Offering

Selling shareholders are offering up to 400,340 shares of common stock. The selling shareholders will offer their shares at $1.25 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. We will pay all expenses of registering the securities, estimated at approximately $75,000. We will not receive any proceeds of the sale of these securities.

To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. The current absence of a public market for our common stock may make it more difficult for you to sell shares of our common stock that you own.

Financial Summary

Because this is only a financial summary, it does not contain all the financial information that may be important to you. Therefore, you should carefully read all the information in this prospectus, including the financial statements and their explanatory notes before making an investment decision.

BALANCE SHEET

December 31, 2005

(Unaudited)


Total assets	$ 477,152
Total current liabilities	292,000
Deficit	(279,348)
Total shareholders’ equity	185,152
Total liabilities and shareholders’ equity	$ 477,152

STATEMENTS OF OPERATIONS

For the six months ended December 31, 2005 and 2004

(Unaudited)



	Six Months	Six Months
	2005	2004
Total revenues	1,231,684	702,802
Cost of sales	727,395	482,111
Selling, general and administrative expenses	430,067	175,426
Depreciation expense	7,942	5,468
Income from operations	66,280	39,798

BALANCE SHEET

June 30, 2005


Total assets	$ 318,024
Total current liabilities	205,553
Retained deficit	(342,029)
Total shareholders’ equity	112,471
Total liabilities and shareholders’ equity	$ 318,024

STATEMENTS OF OPERATIONS

For the Year Ended June 30, 2005

And the Period from Inception (October 23, 2003) through June 30, 2004


	Year Ended	Inception to
	June 30,	June 30,
	2005	2004
Total revenues	1,740,117	247,255
Cost of goods sold	1,086,982	173,212
Selling, general and administrative expenses	865,456	189,097
Depreciation expense	12,012	2,771
Loss from operations	(224,333)	(117,825)

Risk Factors

In addition to the other information provided in this prospectus, you should carefully consider the following risk factors in evaluating our business before purchasing any of our common stock. All material risks are discussed in this section.

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 Inte rnet 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. Most of the relationships we have are freely terminable by the supplier upon notice. The majority of our remaining agreements are one year agreements. 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 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. 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. The loss of a significant number of representatives for any reason could reduce sales of our products and could impair our ability to attract new representatives.

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

Our business strategy depends on increasing our overall number of customer transactions in a cost-effective manner. In order to increase our number of transactions, we must attract new representatives. Although we have spent significant financial resources on sales and marketing

and plan to continue to do so, these efforts may not be cost effective in attracting new representatives or increasing transaction volume. If we do not achieve our marketing objectives, our ability to grow and increase revenues may be impaired.

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

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

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

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

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 web-site, technology and systems may become obsolete.

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

enhance our existing products;

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

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

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, including those through our website. 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 regulation could impose taxes or other burdens on our

business, which could increase our costs or decrease demand for our products and reduce our revenues.

We must comply with laws and regulations applicable to online commerce and the sale of air transportation. Increased regulation of the Internet or air transportation or different applications of existing laws might slow the growth in the use of the Internet and commercial online services, or could encumber the sale of air transportation, which could decrease demand for our products, increase the cost of doing business or otherwise reduce our sales and revenues. The statutes and case law governing online commerce are still evolving, and new laws, regulations or judicial decisions may impose on us additional risks and costs of operations.

In addition to federal regulation, state and local governments could impose additional taxes on Internet-based sales, and these taxes could decrease the demand for our products or increase our

costs of operations. We are currently reviewing the tax laws in various states and jurisdictions relating to state and local hotel occupancy taxes. Several jurisdictions have indicated that they may take the position that hotel occupancy tax is applicable to the gross profit on merchant hotel transactions. Historically, we have not paid such taxes. Some state and local jurisdictions could rule that we are subject to hotel occupancy taxes on the gross profit and could seek to collect such taxes, either retroactively or prospectively or both. If hotel occupancy tax is applied to the gross profit on merchant hotel transactions, it could increase our costs or decrease demand for our products. In addition, new regulations, domestic or international, regarding the privacy of our users' personally identifiable information may impose on us additional costs and operational constraints.

Because our market is seasonal, our quarterly results will fluctuate.

Our business 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. While we proactively check for intrusions into our infrastructure, 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.

Although we have implemented policies and procedures designed to govern the conduct of our representatives and to protect the goodwill associated with our business, it can be difficult to enforce these policies and procedures because of the number of representatives and their independent status which could reduce our revenues.

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.

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

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 Securities and Exchange Commission 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.

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

Because the offering price of $1.25 per share has been arbitrarily set by our Board of Directors and accordingly does not indicate the actual value of our business, you may not be able to sell your stock for a price in excess of $1.25 per share and thus could suffer an investment loss.

The offering price 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 has been 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.

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

As of February 1, 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 are registering 400,340 of these shares in this registration statement. No Shares have been sold pursuant to Rule 144 of the Securities Act of 1933.

Once this registration statement is effective, the shares of our common stock being offered by our selling shareholders will be freely tradable without restrictions under the Securities Act of 1933.

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.

Special Information Regarding Forward Looking Statements

Some of the statements in this prospectus are "forward-looking statements." These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the factors set forth above under "Risk Factors." The words "believe," "expect," "anticipate," "intend," "plan," and similar expressions identify forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any future or developm ents. However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non-reporting issuer. Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering.

USE OF PROCEEDS

Not applicable. We will not receive any proceeds from the sale of shares offered by the selling shareholders.

DETERMINATION OF OFFERING PRICE

Our management has determined the offering price for the selling shareholders' shares. The price of the shares we are offering was arbitrarily determined based upon the prior offering price in our private placement. We have no agreement, written or oral, with our selling shareholders about this price. The offering price bears no relationship whatsoever to our assets, earnings, book value or other criteria of value. The factors considered in determining the offering price were:

the size of our representative base

our operating history

the price we believe a purchaser is willing to pay for our stock

Prior to this offering, there has been no market for our securities.

DILUTION

Not applicable. We are not offering any shares in this registration statement. All shares are being registered on behalf of our selling shareholders.

SELLING SHAREHOLDERS

The selling shareholders named below are selling the securities. The table assumes that all of the securities will be sold in this offering. However, any or all of the securities listed below may be retained by any of the selling shareholders, and therefore, no accurate forecast can be made as to the number of securities that will be held by the selling shareholders upon termination of this offering. These selling shareholders acquired their shares by purchase in a single private placement exempt from registration under section 4(2) of the Securities Act of 1933. We believe that the selling shareholders listed in the table have sole voting and investment powers with respect to the securities indicated. We will not receive any proceeds from the sale of the securities by the selling shareholders. No selling shareholders are broker-dealers or affiliates of broker-dealers.


Stockholder	Total Shares Registered [1]	Relationship to us

Dr. Linda White	20,000	Travel Agent
Dr. Paul Jackson	22,000	Travel Agent
Jimmie Shelton	22,000	Travel Agent
Lynnette Valley	20,000	Travel Agent
Sharon Moreland	20,000	Travel Agent
Aaron Davis	20,000	Travel Agent
Wallace Campbell	25,000	Travel Agent
Danielle Parmenter	20,000	Travel Agent
Sandra Cooksey	20,000	Travel Agent
Arlene Brown	20,000	Travel Agent
Michelle Lowery	5,000	Employee
Rebecca Hiura	5,000	Employee
James Gates	2,000	Employee
LouAnn Hicks	2,000	Employee
Cassandra Baxley	2,000	Employee
Sarah Bruno	2,000	Employee
Drew Bolton	2,000	Employee
Monee Bailey	4,800	Travel Agent
James Battle	2,000	Travel Agent
Vilma Bel Tengco	3,200	Travel Agent
Wallace Campbell	5,200	Travel Agent
Dr. Brent Carter	2,400	Travel Agent
Denise Collins	2,000	Travel Agent
Frank Davis	8,000	Travel Agent
Romano Dickerson	2,400	Travel Agent
Dennis Doss	6,000	Travel Agent
Leander Edwards	4,000	Travel Agent
Shannon Evans	2,000	Travel Agent
Theresa Harvey	4,000	Travel Agent
Mary Hovis	3,000	Travel Agent
Aaron Davis	2,000	Travel Agent
Geraldine McNeal	2,000	Aunt of Pres
Alicia Murphy	2,000	Travel Agent
William Olinger	2,440	Travel Agent


Veronica Parker	2,000	Travel Agent
Carlotta Perez	5,000	Travel Agent
Ernest Rios	8,000	Travel Agent
Lillian Rosales	2,000	Travel Agent
Venia Royston	5,000	Travel Agent
Julian Tidwell	4,000	Travel Agent
Linda Whitten	2,000	Travel Agent
Emma Adams	8,000	Travel Agent
Michael Burnett	2,400	Travel Agent
Bettie Burrell	2,000	Travel Agent
Denise Ellis	2,000	Travel Agent
Lynda Forester	2,000	Travel Agent
Lewis Harris	2,800	Travel Agent
Jasmine James	5,000	Travel Agent
Tammy Lloyd	2,400	Travel Agent
Charles Patterson	2,400	Travel Agent
Deborah Steward	2,400	Travel Agent
Veloa James	4,800	Travel Agent
John Sipe	12,500	Travel Agent
Jewel Tracey	2,000	Travel Agent
Winlan Hall	4,000	Travel Agent
Suzann Howard	8,000	Travel Agent
Daphne Johnson	2,000	Travel Agent
Cynthia Tuggle	2,400	Travel Agent
Vanessa Tuggle	2,400	Travel Agent
Annie Chislom	2,400	Travel Agent
Bettie Rogers	2,000	Travel Agent
Elbert Porter	4,000	Travel Agent
Marvin Bult	2,000	Travel Agent
Johnnie Mollison	4,000	Travel Agent

TOTAL	400,340

[1] No selling shareholder owns more than 1% of our issued and outstanding stock. All shares owned by each selling shareholder are being registered and, if sold, no selling shareholder will own any of our stock after this offering.

Blue Sky

Thirty-five states have what is commonly referred to as a "manual exemption" for secondary trading of securities such as those to be resold by selling stockholders under this registration statement. In these states, so long as we obtain and maintain a listing in Standard and Poor's Corporate Manual, secondary trading can occur without any filing, review or approval by state regulatory authorities in these states. These states are: Alaska, Arizona, Arkansas, Colorado, Connecticut, District of Columbia, Nevada, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, Texas, Utah, Washington, West Virginia, and Wyoming. We cannot secure this listing, and thus this qualification, until after this registration statement is declared effective. Once we secure this listing, secondar y trading can occur in these states without further action.

Except for California, Illinois and Georgia, all our shareholders currently reside in these states or outside the U.S. We intend to make appropriate filings in California, Illinois and Georgia, or comply with all secondary trading exemptions in such states, to permit sales of the securities registered in this offering.

PLAN OF DISTRIBUTION

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. Selling shareholders are offering up to 400,340 shares of common stock. The selling shareholders will offer their shares at $1.25 per share until our shares are quoted on the OTC Bulletin Board and, assuming we secure this qualification, thereafter at prevailing market prices or privately negotiated prices. We will not receive proceeds from the sale of shares from the selling shareholders. We will pay all expenses of registering the securities.

The securities offered by this prospectus will be sold by the selling shareholders without underwriters and without commissions. The distribution of the securities by the selling shareholders may be effected in one or more transactions that may take place in the over-the-counter market or privately negotiated transactions.

The selling shareholders may pledge all or a portion of the securities owned as collateral for margin accounts or in loan transactions, and the securities may be resold pursuant to the terms of such pledges, margin accounts or loan transactions. Upon default by such selling shareholders, the pledge in such loan transaction would have the same rights of sale as the selling shareholders under this prospectus. The selling shareholders may also enter into exchange traded listed option transactions, which require the delivery of the securities listed under this prospectus. After our securities are qualified for quotation on the OTC Bulletin Board, the selling shareholders may also transfer securities owned in other ways not involving market makers or established trading markets, including directly by gift, distribution, or other transfer without consideration, and upon any such transfer the transferee would have the same rights of sale as such selling shareh olders under this prospectus.

In addition to the above, each of the selling shareholders will be affected by the applicable provisions of the Securities Exchange Act of 1934, including, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the securities by the selling shareholders or any such other person. We have instructed our selling shareholders that they many not purchase any of our securities while they are selling shares under this registration statement.

Upon this registration statement being declared effective, the selling shareholders may offer and sell their shares from time to time until all of the shares registered are sold; however, this offering may not extend beyond two years from the initial effective date of this registration statement.

There can be no assurances that the selling shareholders will sell any or all of the securities. In various states, the securities may not be sold unless these securities have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

All of the foregoing may affect the marketability of our securities. Pursuant to oral promises we made to the selling shareholders, we will pay all the fees and expenses incident to the registration of the securities.

Should any substantial change occur regarding the status or other matters concerning the selling shareholders or us, we will file a post-effective amendment disclosing such matters.

OTC Bulletin Board Considerations

To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. We have engaged in preliminary discussions with an NASD Market Maker to file our application on Form 211 with the NASD, but as of the date of this prospectus, no filing has been made. Based upon our counsel's prior experience, we anticipate that after this registration statement is declared effective, it will take approximately 2

- 8 weeks for the NASD to issue a trading symbol.

The OTC Bulletin Board is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTC Bulletin Board. The SEC's order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Bulletin Board.

Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTC Bulletin Board has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. The NASD cannot deny an application by a market maker to quote the stock of a company. The only requirement for inclusion in the bulletin board is that the issuer be current in its reporting requirements with the SEC.

Although we anticipate listing on the OTC Bulletin board will increase liquidity for our stock, investors may have greater difficulty in getting orders filled because it is anticipated that if our stock trades on a public market, it initially will trade on the OTC Bulletin Board rather than on NASDAQ. Investors' orders may be filled at a price much different than expected when an order is placed. Trading activity in general is not conducted as efficiently and effectively as with NASDAQ-listed securities.

Investors must contact a broker-dealer to trade OTC Bulletin Board securities. Investors do not have direct access to the bulletin board service. For bulletin board securities, there only has to be one market maker.

Bulletin board transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the bulletin board, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders - an order to buy or sell a specific number of shares at the current market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.

Because bulletin board stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.

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. 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.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

The board of directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director shall be elected for the term of one year, and until his successor is elected and qualified, or until his earlier resignation or removal.

Mr. Paul Henderson, age 41, has been CEO, President and director since our inception in October 2003. His previous employment history 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 sale representative		Jan. 2002- October 2003
ACN, Inc.	Regional Vice President	Jan 2000 - 2002

Mr. Henderson is subject to the following:

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 as follows: I believe it is in error, and interest/penalties have made the amount due excessive. I am currently deciding how to deal with this issue.

Legal Proceedings

No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last five years in any of the following:

Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and

Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth the ownership, as of the date of this prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other 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 owne d 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. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. The business address of the shareholders except as set forth below is 516 W. Shaw Avenue #103, Fresno, Ca 93704.


Shareholders	# of Shares	Percentage
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
GoPublicToday.com, Inc. [1] 5770 El Camino Road Las Vegas, NV 89118	1,250,000	5.2%
All directors and named executive officers as a group [1 person]	12,500,000	52.3%

[1] Mr. Stephen Brock is the principal of GoPublicToday.com., Inc. Includes 750,000 shares to be issued to Public Company Management Corporation of which Mr. Brock is the principal upon effectiveness of an SEC registration statement.

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. Except for the GoPublicToday.com calculation or as set forth above, applicable percentages are based upon 23,900,340 shares of common stock outstanding as of February 1, 2006.

DESCRIPTION OF SECURITIES

The following description as a summary of the material terms of the provisions of our Articles of Incorporation and Bylaws. The Articles of Incorporation and Bylaws have been filed as exhibits to the registration statement of which this prospectus is a part.

Common Stock

We are authorized to issue 50,000,000 shares of common stock with $.001 par value per share. As of the date of this memorandum, there were 23,900,340 shares of common stock issued and outstanding held by 68 shareholders of record.

Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of shareholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the shareholders of our common stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.

Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available. We have not paid any dividends since our inception, and we presently anticipate that all earnings, if any, will be retained for development of our business. Any future disposition of dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

Holders of our common stock have no preemptive rights or other subscription rights, conversion rights, redemption or sinking fund provisions. Upon our liquidation, dissolution or winding up, the holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all of our debts and other liabilities. There are not any provisions in our Articles of Incorporation or our Bylaws that would prevent or delay change in our control.

INTEREST OF NAMED EXPERTS

The financial statements For the Year Ended June 30, 2005 and the Period from Inception (October 23, 2003) through June 30, 2004 incorporated by reference to this prospectus have been audited by Malone & Bailey PC, which are independent certified public accountants, to the extent and for the periods set forth in its report and are incorporated herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

The legality of the shares offered under this registration statement is being passed upon by Williams Law Group, P.A., Tampa FL. Our principal, Michael T. Williams, Esq. is a pro Travel Agent.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES

Our Bylaws, subject to the provisions of Nevada Law, contain provisions which allow the corporation to indemnify any person against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connection with service

to us if it is determined that person acted in good faith and in a manner which he reasonably believed was in the best interest of the corporation. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

DESCRIPTION OF BUSINESS

Organization

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 ITA’s. Each ITA pays a fee of $349.99 for the purchase of our Independent Travel Agent Program. Pro Travel Network then retains a percentage of the travel commissions generated by the Agents.

We currently offer the following products:

Independent Travel Agent Program - $349.99 - sold by our Independent Representatives

Marketing Opportunity - $29.99 monthly license fee

market his business more effectively. Independent Representatives are able to market the Independent Travel Agent Program throughout North America.

We currently support over 5,300 independent travel agents and over 2,300 Independent Representatives throughout North America. We offer them from time-to-time 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. In addition, we offer our agents the ability to make reservations on over 25 airlines, at more than 300 hotels and with most 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 5,300 ITAPs to date. These new and existing Independent Travel Agents have the ability to book individual and group travel. As our

means of attracting new Travel Agents, we continually look to grow and expand our representative base through recruitment, enrollment, initial training, and support.

Regulation

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.

Competition

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

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

Hotels.com, a representative of online lodging reservations, Hotwire, a wholesaler of airline tickets, lodging and other travel products and Ticketmaster 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" as described below);

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

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

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

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

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

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

We believe our Agents have a significant advantage over the major online travel companies: They have personal relationships with their customers. Usually, the cost to book a trip through an home-based agent is comparable to booking a trip through a major online travel company.

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

Franchise Model

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

Hosted Model

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

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

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

Providing better service to our agents

Using a network of Marketing Representative to sell our ITAP.

Independent Model

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

opportunity to generate higher commissions/overrides due to the greater leverage and volume associated with a large consortium.

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

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

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 CEO and President, and the following:

Full time:

Clerical – 2

Operations – 5

Administrative – 1

Management – 4

Part time:

Administrative – 1

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our financial statements and the notes thereto which appear elsewhere in this report. The results shown herein are not necessarily

indicative of the results to be expected in any future periods. This discussion contains forward-looking statements based on current expectations, which involve uncertainties. Actual results and the timing of events could differ materially from the forward-looking statements as a result of a number of factors.

Overview

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

We currently offer the following products:

Independent Travel Agent Program or ITAP - $349.99 - sold by our Independent Representatives

Marketing Opportunity - $29.99 monthly license fee -

We currently support over 5300 independent travel agents and over 2300 Independent Representatives throughout North America.

Significant Factors

We believe the following are significant factors in evaluation of our financial performance and condition:

Without expenses related to going public, we would have had a profit from operations of $80,667 in fiscal year 2005, ended June 30 2005. Net profit was $62,681 for the six months ended December 31, 2005.

We have no debt.

We have generated and we believe we will continue to generate sufficient cash flow from operations to satisfy our operating requirements without incurring debt.

We have 5 months of rent prepaid through 2007

Results of operations

Results of operations For the Year Ended June 30, 2005 and the Period from Inception (October 23, 2003) through June 30, 2004 are not comparable, due to the different lengths of the periods, but in summary were as follows:


	Year Ended		Inception to
	June 30,		June 30,
	2005		2004


Total revenues	1,740,117	247,255
Cost of goods sold	1,086,982	173,212
Selling, general and administrative expenses	865,456	189,097
Depreciation expense	12,012	2,771
Loss from operations	(224,333)	(117,825)

Of our Selling, general and administrative expenses, $305,000 represents cash and non-cash compensation paid to GoPublicToday.com, Inc. in connection with becoming a public company. Without these expenses we would have had a profit from operations of $80,667.

Six months ended December 31, 2005 vs. December 31, 2004.


	Six Months	Six Months
	December 31,	December 31,
	2005	2004
Total revenues	1,231,684	702,802
Cost of goods sold	727,395	482,111
Selling, general and administrative expenses	430,067	175,426
Depreciation expense	7,942	5,468
Income from operations	66,280	39,798

In the six months ending 12/31/04, revenues broke down as follows: Independent Travel Agent Program or ITAP sales – 84%, National Training Events – 14%, Travel Commissions – 2%. In the six months ending 12/31/05, revenues broke down as follows: Independent Travel Agent Program or ITAP sales – 68%, National Training Events – 20%, and Travel Commissions– 12%. We had revenue of $1,231,684 for the six months ended December 31, 2005, which is an increase of $528,882 or 75% over our revenue for the six months ended December 31, 2004, which was $702,802. 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.

Our cost of goods sold increased $ 245,284, to $727,395 for the six months ended December 31, 2005, as compared to cost of goods sold of $482,111 for the six months ended December 31, 2004. Our cost of goods sold increased as a direct result of greater sales of our products.

We had gross profit of $504,289 for the six months ended December 31, 2005, which was an increase of $ 284,197 when compared to our gross profit for the six months ended December 31, 2004, which was $220,092. Our increase in gross profit was attributable to the increase in our sales.

Our operating expenses increased $ 254,641, to $430,067 for the six months ended December 31, 2005, as compared to operating expenses of $175,426 for the six months ended December 31, 2004. In addition, depreciation expense increased $2,474, to $7,942, for the six months ended 12/31/05, compared to depreciation expense of $5,468, for the six months ended 12/31/04. . The increase in operating expenses was mainly due to rent, staff, and hosting fees in connection with Pro Travel Network.com. Other income and losses included an increase in interest income of $686, to $694 for the six months ended December 31, 2005, as compared to interest income of $8 for the six months ended December 31, 2004, and an unrealized loss of $4,293 in marketable securities for the six months ended December 31, 2005, compared to an unrealized loss of $96 in marketable securities for the six months ended December 31, 2004.

We had a net profit of $62,681 for the six months ended December 31, 2005, which represented a increase of $22,971 from our net income of $39,710 for the six months ended December 31, 2004,

Commitments And Contingencies

The lease for our principal place of business is 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 to $5,374

Our Lease was amended on 7/1/2005, 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 sq. ft. of our current 3,397 sq. ft. All other terms remain same.

The lease is non-cancelable. Future minimum rental payments, by year and in the aggregate, under this lease are as follows and include 5 months of prepaid rent:


2006	$	52,764
2007		45,600
2008		51,953
2009		48,850
2010		60,576
Thereafter		127,020
	$	386,763

Milestones

The major upcoming Event of Pro Travel Network for the upcoming year will be the launching of full Canadian operations, with the opening of a Canadian office in Ontario. 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.


Milestone or Step	Expected Manner of Occurrence or Method of Achievement	Date When Step Should be Accomplished	Cost of Completion
Develop Canadian infrastructure	Secure office space in Toronto, office equipment and develop “specific” marketing materials	3 months	$50,000
Launch Canadian Marketing Phase	PTN Canadian marketing tour and seminars designed to develop sales force	4 months-12 months	$50,000
Creation of Travel Marketing staff	Marketing head and staff to drive bookings up.	2 – 4 months	$50,000
Achieve average ITAP sales of 1000 per month	Aggressively Recruit top leadership in the multi-level marketing Industry	3 – 12 months	$100,000

Liquidity and Capital Resources


CURRENT LIABILITIES
Accounts payable	$ 54,667
Accrued expenses	6,838
Accrued officers salaries	16,319
Total current liabilities	$ 77,824

We have no debt. Our primary liabilities are commissions and rewards owed our representatives, and accrued officer’s salaries.

We believe our current cash resources of $267,723 are sufficient to satisfy our 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. In fiscal 2005, Pro Travel generated a positive operating cash flow. 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 Pro Travel Network’s expenses will diminish, in relation to revenue, due to the phasing out of major infrastructure expenses, such as furniture, computers, software, and other start up costs and costs of going public.

We feel we need an additional $250,000 to expand our operations as outlined in the Milestone table above. These funds will be used to finance the minimum steps we would like to take to implement our business plan in the next 12 months, which funds will be used as set forth in our Milestone Table above.

DESCRIPTION OF PROPERTY

The lease for our principal place of business is 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 $4,397to $5,374

The lease is non-cancellable. Future minimum rental payments, by year and in the aggregate, under this lease are as follows:


2006	$	55,032
2007		47,560
2008		54,186
2009		50,960
2010		63,180
Thereafter		132,480
	$	403,398

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.

We do not intend to renovate, improve, or develop properties. We are not subject to competitive conditions for property and currently have no property to insure. We have no policy with respect to investments in real estate or interests in real estate and no policy with respect to investments in real estate mortgages. Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Upon formation, we issued original founder’s shares as follows:


		Number	Cash
	Date of	of	Consideration
Description	Issuance	Shares	Given
Issuance of Founders' Shares

Paul Henderson	October-03	37,500,000	$ 10,000.00

Lee & Beverly Thomas	October-03	22,500,000	$ 10,000.00

Dorothy Harmon	October-03	7,500,000	$ 10,000.00

Valerie Penley	October-03	7,500,000	$ -

Valerie Penley’s shares were transferred to her mother, Nancy Singer, upon her death in late 2005.

In April 2005, we engaged GoPublicToday.com to perform consulting and advisory services in conjunction with the development of this registration statement and the acquisition of qualification for quotation of our securities on the over the counter bulletin board. Neither GoPublicToday nor any of its affiliates, including Public Company Management Corporation, M&ACapital Advisers, LLC; PubcoWhitePapers.com; PCMS and Nevada Fund, have assisted or will assist us in selling or marketing the shares of common stock or in press releases we issue or have provided any other services to us.

For these services to be performed in 2004 and 2005, we agreed to pay GPT $75,000 plus have issued 500,000 shares of our stock. As of February 10, 2006, we have paid GPT $65,000 and issued them 500,000 shares of stock, as follows:

We have paid GPT $65,000 against the contract. In addition to the $65,000as of February 10, 2006 we have paid $1,290 for maintaining a document management intranet and $5,800 in other fees related to this filing. Those fees include $5,800for service provider development of Form 211 and $1,740 in transfer agency application and point of contact work.

In order to deal with on-going SEC compliance issues, related to filing of reports on forms 10-KSB and 10Q-SB and Sarbanes-Oxley compliance issues, we have agreed to retain an affiliate of GoPublicToday.com, Inc., PCMS, under a separate contract. The fee on this contract is 750,000 shares, with certain registration rights, plus $4,000 per month. There are no other contracts,

agreements or understandings with any other affiliate of GoPublicToday.com, Inc. Neither GPT nor any of its other affiliates will be providing any additional services in the future. A formal written contract concerning these services has not been signed.

Other than the above transactions, we have not entered into any material transactions with any director, executive officer, and nominee for director, beneficial owner of five percent or more of our common stock, or family members of such persons. Also, other than the above transactions, we have not had any transactions with any promoter.

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 have no plans, proposals, arrangements, or understandings with any person with regard to the development of a trading market in any of our securities.

Options, Warrants, Convertible Securities

There are no options, warrants or convertible securities outstanding.

Penny Stock Considerations

Our shares will be "penny stocks" as that term is generally defined in the Securities Exchange Act of 1934 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 $100,000 individually or $400,340 together with his or her spouse, is considered an accredited investor. In addition, under the penny stock regulations the broker-dealer is required to:

o Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commissions relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

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

o 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

o 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 selling shareholders or other holders 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.

OTC Bulletin Board Qualification for Quotation

To have our shares of common stock on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. We have engaged in preliminary discussions with an NASD Market Maker to file our application on Form 211 with the NASD, but as of the date of this prospectus, no filing has been made. Based upon our counsel's prior experience, we anticipate that after this registration statement is declared effective, it will take approximately 2 - 8 weeks for the NASD to issue a trading symbol and allow sales of our common stock under Rule 144.

As of February 1, 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 own more than 5% of our securities that Rule 144 of the Securities Act of 1933 defines as restricted securities. We are registering 400,340 of these shares in this registration statement. No Shares have been sold pursuant to Rule 144 of the Securities Act of 1933.

Once this registration statement is effective, the shares of our common stock being offered by our selling shareholders will be freely tradable without restrictions under the Securities Act of 1933.

In addition to the shares available for resale under this registration statement, as a result of the provisions of Rule 144, all of the restricted securities could be available for sale in a public market, if developed, beginning 90 days after the date of this prospectus. assuming the 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.

Holders

As of the date of this registration statement, we had approximately 68 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.

Reports to Shareholders

As a result of this offering, we will become subject to the information and reporting requirements of the Securities Exchange Act of 1934 and will file periodic reports, proxy statements, and other information with the Securities and Exchange Commission through December 31, 2006,

assuming this registration statement is declared effective before that date. Thereafter, we will continue as a reporting company and will be subject to the proxy statement or other information requirements of the 1934 Act as the result of filing a registration statement on Form 8-A. We will voluntarily send an annual report to shareholders containing audited financial statements.

Where You Can Find Additional Information

We have filed with the Securities and Exchange Commission a registration statement on Form SB-2 statement. For further information about us and the shares of common stock to be sold in the offering, please refer to the registration statement and the exhibits and schedules thereto. The registration statement and exhibits may be inspected, without charge, and copies may be obtained at prescribed rates, at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The registration statement and other information filed with the SEC are also available at the web site maintained by the SEC at http://www.sec.gov.

EXECUTIVE COMPENSATION

The following table sets forth summary information concerning the compensation received for services rendered to us during the fiscal years ended June 30, 2005 and June 30, 2004 by our CEO.


		Annual Compensation [1]
Name & Principal Position	Year	Salary ($)	Bonus ($)	Other Annual Compensation
Paul Henderson [2] CEO, President, and Director	2004	$18,000	0	$40,000
Paul Henderson [2] CEO, President, and Director	2005	$91,835	0	0

[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.

[3] 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.

Except as set forth in footnotes [1], [2] and [3], 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.

Compensation Agreements

We have an employment agreement with Paul Henderson which provides:

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. Without cause, Mr. Henderson. 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; or

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

(d) Our merger or consolidation with another company.

(e) Bankruptcy or chapter 11 reorganization.

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

Board Compensation

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

FINANCIAL STATEMENTS

PRO TRAVEL NETWORK, INC.

BALANCE SHEET

December 31, 2005

(Unaudited)


ASSETS

CURRENT ASSETS
	Cash and cash equivalents	$ 267,723
	Accounts receivable	11,312
	Investments, net of valuation allowance of $4,243	21,532
	Inventory	13,181
	Prepaid expenses	7,082
	Total current assets	320,830

PROPERTY and EQUIPMENT
	Furniture and fixtures	14,432
	Equipment	22,238
	Websites/Software	28,198
	Total property and equipment, gross	64,868
	Less accumulated depreciation	22,725
	Total property and equipment	42,143

OTHER ASSETS
	Security deposits, net of allowance of $35,353	114,179

TOTAL ASSETS		$ 477,152

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES
	Accounts payable	$ 54,668
	Accrued expenses	23,157
	Private placement investors	214,175
	Total current liabilities	292,000

SHAREHOLDERS’ EQUITY
	Common stock, $.001 par value; 50,000,000 shares authorized,
	23,729,000 shares issued and outstanding	23,729
	Additional paid-in-capital	440,771
	Accumulated deficit	(279,348)
	Total shareholders’ equity	185,152

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$ 477,152

PRO TRAVEL NETWORK, INC.

STATEMENTS OF OPERATIONS

For the three and six months ended December 31, 2005 and 2004

(Unaudited)



	Three Months	Three Months	Six Months	Six Months
	2005	2004	2005	2004
REVENUE
Travel agent products	$ 399,645	$ 344,208	$ 827,148	$ 588,725


National events	77,917	30,950	252,311	101,291
Commissions	72,758	9,714	152,225	12,787
Total revenues	551,320	384,872	1,231,684	702,802

COST OF SALES	310,890	282,462	727,395	482,111
Gross profit	239,430	102,409	504,289	220,092
OPERATING EXPENSES
Selling, general and administrative expenses	197,621	69,160	430,067	175,426
Depreciation expense	4,016	2,734	7,942	5,468
Income from operations	37,793	30,515	66,280	39,798
OTHER INCOME (EXPENSE)
Interest income, net	654	-	694	8
Unrealized gain (loss)	(5,069)	(30)	(4,293)	(96)
Net earnings applicable to common stock	$ 33,378	$ 30,485	$ 62,681	$ 39,710


Basic and Diluted Per Common Share Data
Basic and diluted net loss per share	$ 0.00	$ 0.00	$ 0.00	$ 0.00

Weighted average shares outstanding	23,496,416	23,000,000	23,496,416	23,000,000

PRO TRAVEL NETWORK, INC.

STATEMENTS OF CASH FLOWS

For the six months Ended December 31, 2005 and 2004


			Six Months	Six Months
			December 31,	December 31,
			2005	2004

Cash flows from operating activities
	Net (loss) income		$ 62,681	$ (39,710)

Adjustments to reconcile net (loss) income to net
cash provided by operating activities:
		Share based compensation	10,000
		Provision for bad debt		14,349
		Depreciation and amortization	7,942	5,468
		Changes in assets and liabilities
		Accounts receivable	11,693	(58,576)
		Inventory	(2,894)	(13,590)
		Prepaid expenses and other	37,266	(24,607)
		Deferred revenue	(121,778)
		Private placement investor	214,175
		Accounts payable and accrued expenses	5,950	72,453

Net cash provided by operating activities			213,134	35,207


Cash flows from investing activities
	Purchase of property and equipment		(8,808)	(12,500)
	Purchase of investments		(21,532)	-


	Deposits	590	-

Net cash flows used in investing activities:		(29,750)	(12,500)
Net increase in cash and cash equivalents Cash and cash equivalents		183,384	22,707
Beginning of year		84,338	1,621
End of year		$ 267,723	$ 24,328

NOTE A – BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Pro Travel Network, Inc., have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in Pro Travel’s Annual Report filed with the SEC elsewhere in this Form SB-2/A. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statemen ts for fiscal 2005 as reported elsewhere in this Form SB-2/A have been omitted.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

Pro Travel Network, Inc.

Las Vegas, Nevada

We have audited the accompanying balance sheet of Pro Travel Network, Inc. (the “Company”) as of

June 30, 2005, and the related statements of operations, shareholders’ equity and cash flows for the year then ended and for the period from October 23, 2003 (inception) to June 30, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2005, and the results of its operations and its cash flows for the periods described in conformity with accounting principles generally accepted in the United States of America.

Malone & Bailey, PC

Houston, Texas

www.malone-bailey.com

October 26, 2005

PRO TRAVEL NETWORK, INC.

BALANCE SHEET

June 30, 2005


ASSETS

CURRENT ASSETS
	Cash and cash equivalents	$ 84,338
	Accounts receivable	21,416
	Other receivables	1,589
	Inventory	10,287
	Prepaid national event and other costs	57,456
	Total current assets	175,086

PROPERTY and EQUIPMENT
	Furniture and fixtures	10,064
	Equipment	17,798
	Websites/Software	28,198
	Total property and equipment, gross	56,060
	Less accumulated depreciation	(14,783)
	Total property and equipment	41,277

OTHER ASSETS
	Security deposits, net of allowance of $35,353	101,661

TOTAL ASSETS		$ 318,024

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES
	Accounts payable	$ 2,186
	Other payables	1,370
	Accrued expenses	62,715
	Accrued officers salaries	17,504
	Deferred national event revenue	121,778
	Total current liabilities	205,553

SHAREHOLDERS’ EQUITY
	Common stock, $.001 par value; 50,000,000 shares authorized,
	23,709,000 shares issued and outstanding	23,709
	Additional paid-in-capital	430,791
	Retained deficit	(342,029)
	Total shareholders’ equity	112,471

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$ 318,024

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

PRO TRAVEL NETWORK, INC.

STATEMENTS OF OPERATIONS

For the Year Ended June 30, 2005

And the Period from Inception (October 23, 2003) through June 30, 2004


	Year Ended	Inception to
	June 30,	June 30,
	2005	2004
REVENUE:
Travel agent products	$ 1,453,972	$ 193,179
National events	196,624	37,423
Commissions	89,521	16,653
Total revenues	1,740,117	247,255

EXPENSES:
Cost of goods sold	1,086,982	173,212


Gross profit	653,135	74,043

Selling, general and administrative expenses	865,456	189,097
Depreciation expense	12,012	2,771
Loss from operations	(224,333)	(117,825)

Interest income, net	129	-
Net loss applicable to common stock	$ (224,204)	$ (117,825)


Basic and Diluted Per Common Share Data
Basic and diluted net loss per share	$ (0.01)	$ (0.01)

Weighted average shares outstanding	23,130,619	23,000,000

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

PRO TRAVEL NETWORK, INC.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the Year Ended June 30, 2005

And the Period from Inception (October 23, 2003) through June 30, 2004


	Common Shares	Common Stock	Additional Paid in Capital	Retained Earnings	Total


Stock issued for:
Cash	22,500,000	$ 22,500	$ 7,500	$ -	$ 30,000
Services	52,500,000	52,500	17,500	-	70,000

Share cancellation	(6,000,000)	(6,000)	6,000		-
Share cancellation	(69,000,000)	(69,000)	69,000		-
Share re-issuance	23,000,000	23,000	(23,000)	-	-

Net loss				(117,825)	(117,825)

Balances, June 30, 2004	23,000,000	23,000	77,000	(117,825)	(17,825)

Stock issued for:
Cash	209,000	209	104,291	-	104,500
Services	500,000	500	249,500	-	250,000

Net loss				(224,204)	(224,204)

Balances, June 30, 2005	23,709,000	$ 23,709	$ 430,791	$ (342,029)	$ 112,471

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

PRO TRAVEL NETWORK, INC.

STATEMENTS OF CASH FLOWS

For the Year Ended June 30, 2005

And the Period from Inception (October 23, 2003) through June 30, 2004


			Year Ended	Inception to
			June 30,	June 30,
			2005	2004

Cash flows from operating activities:
	Net (loss) income		$ (224,204)	$ (117,825)

Adjustments to reconcile net (loss) income to net
cash provided by operating activities:
		Share based compensation	250,000	70,000
		Provision for bad debt	14,349	21,004
		Depreciation and amortization	12,012	2,771
		Changes in assets and liabilities
		Accounts receivable	(19,000)	(4,005)
		Inventory	(9,137)	(1,150)
		Prepaid expenses and other	(172,716)	(21,754)
		Deferred revenue	121,778	-
		Accounts payable and accrued expenses	40,195	43,580

Net cash provided by (used in ) operating activities			13,277	(7,379)


Cash flows from investing activities:
	Purchase of property and equipment		(35,060)	(21,000)

Cash flows from financing activities:
	Proceeds from the issuance of common stock		104,500	30,000

Net increase in cash and cash equivalents			82,717	1,621
Cash and cash equivalents, at beginning of year			1,621	-

Cash and cash equivalents, at end of year			$ 84,338	$ 1,621

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

PRO TRAVEL NETWORK, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE A – THE COMPANY

Nature of Business

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

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

NOTE B — SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) 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

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

Credit Risk

The Company 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.

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 $23,060, and $2,505 for the years ended June 30, 2005, and 2004, respectively.

Revenue Recognition

The Company 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. The Company’s primary sources of revenue are discussed below.

Travel Agent Products

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

National Event Services

National event services revenues relate to special promotional training events the Company 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 the Company’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. The Company 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 the Company makes a determination that it is probable that it will not realize participant bookings sufficient to cover its non-refundable event expenditures the Company recognizes a charge equal to the anticipated deficiency.

Commission Revenue

The Company has negotiated arrangements with many travel industry vendors (e.g., hotels, vacation resorts and cruise lines) (“Preferred Suppliers”) that provide the Company the opportunity to earn a commission when one of its independent travel agents makes a booking with one of the Preferred Suppliers. At the time the Company 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, the Company receives the commission payment directly from the Preferred Supplier. Upon receipt of the commission from the Preferred Supplier, the Company recognizes income equal to the gross commission received and recognizes an expense equal to the percentage of the commission due the independent travel agent.

Income Taxes

The Company 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. The Company 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, the Company issues shares of common stock to its directors, certain employees and non-employee service providers. The Company recognizes the 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, the Company recognizes a charge for stock based compensation on the date of grant.

New Accounting Standards

In December 2004, the FASB issued SFAS No.123R, "Accounting for Stock-Based Compensation" (“SFAS No. 123R”). 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, the Company has not issued any options to employees. The Company 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 the Company during fiscal year 2006 will depend largely on the number of grants, if any, that are made to employees.

The Company 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.

NOTE C — SUPPLEMENTAL CASH FLOW FINANCIAL INFORMATION

The supplemental disclosure requirements for the statements of cash flows are as follows:


	2005	2004

Cash paid during the period for:
Interest and income taxes	$ -	$ -

Non-cash financing and investing activities:
Issuance of common stock for services	$250,000	$70,000

NOTE D — NET INCOME PER COMMON SHARE

Basic 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, 2005 and 2004, there were no dilutive potential common shares outstanding.

NOTE E — INCOME TAXES

Income taxes are not due since the Company has incurred a loss since inception. Pro Travel has deductible net operating losses of approximately $22,029 at June 30, 2005. These expire 20 years after incurred. Components of deferred tax assets and liabilities at June 30, 2005 are as follows:


Deferred tax asset – net operating loss carry-forwards	$ 7,710
Valuation allowance	(7,710)
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.

NOTE F — COMMON STOCK

Common Stock – Share Cancellation and Re-issuance

In May 2005, the Company amended its Articles of Incorporation to change its name to Pro Travel Network, Inc. from PTN Investment Group, Inc. and reduce the aggregate number of its 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 the Company which the Company cancelled. Following this cancellation, the Company had 69,000,000 shares issued and outstanding. Contemporaneous with the reduction of the number of authorized shares, the Company 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. The effect of share cancellation and re-issuance has been reflected as of the beginning of the earliest period presented in the accompanying financial statements.

Common Stock – Issuances for Services

During the years ended June 30, 2005 and 2004, the Company granted 500,000 and 52,500,000 shares of common stock, respectively, for services to certain employees and non-employee service providers. The aggregate granted shares were immediately vested. The Company recognized share based compensation expense of $250,000 and $70,000, for the years ended June 30, 2005 and 2004, respectively. The charges for share based compensation expense are included in selling, general and administrative expenses in the statements of operations

Warrants

During the year ended June 30, 2005, the Company entered into an arrangement with a third-party service provider that upon the completion of certain performance obligations provides for the issuance of 500,000 five-year cash-less warrants to acquire 500,000 common shares at an exercise price of $.20 per share. The Company anticipates that these warrants will be issued during fiscal 2006 at which time the Company will recognize a charge for share based compensation equal to the fair value of the warrants on the date of grant.

NOTE G — LEASES

The Company leases office space under a non-cancelable operating lease. Rent expense was $21,559 and $1,113 for the years ended June 30, 2005, and 2004, respectively.

Future minimum rental payments, by year and in the aggregate, under operating leases with terms of one year or more at June 30, 2005 are as follows:



2006	$	55,032
2007		47,560
2008		54,186
2009		50,960
2010		63,180
Thereafter		132,480

	$	403,398

NOTE H – DEPOSITS

Deposits are comprised of operating lease deposits of approximately $14,000 and amounts on deposit with two third-party credit card payment processing services that serve as collateral in case the Company ceased operations or experienced excessive charge backs with its customers totaling $124,000. Of the $124,000, approximately $35,000 relates to a credit card processing service that ceased operations prior to returning the Company’s deposit. Although the Company is pursuing collection of this amount, it has provided an allowance for the entire balance.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

PROSPECTUS

PRO TRAVEL NETWORK, INC.

Dated ____________________

Our common stock is not now listed on any national securities exchange, the NASDAQ stock market or the OTC Bulletin Board.

Dealer Prospectus Delivery Obligation

Until _________________ (90 days from the date of this prospectus) all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Part II-INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Pursuant to Section 607.0850 of the Nevada Statutes, the Registrant has the power to indemnify any person made a party to any lawsuit by reason of being a director or officer of the Registrant, or serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Our By-laws provide that the Registrant shall indemnify its directors and officers to the fullest extent permitted by Nevada law.

With regard to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the Corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudicatio n of such case.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table is an itemization of all expenses, without consideration to future contingencies, incurred or expected to be incurred by us in connection with the issuance and distribution of the securities being offered by this prospectus. Items marked with an asterisk (*) represent estimated expenses. We have agreed to pay all the costs and expenses of this offering. Selling security holders will pay no offering expenses.

ITEM AMOUNT

SEC Registration Fee

GPT Fees and Expenses *

75,000

Accounting Fees and Expenses*

25,000

Total*

100,006

* Estimated Figure

RECENT SALES OF UNREGISTERED SECURITIES

Upon formation, we issued original founder’s shares as follows:

Number

Cash

Date of

Consideration

Description

Issuance

Shares

Given

Issuance of Founders' Shares



Paul Henderson	October-03	37,500,000	$ 10,000.00

Lee & Beverly Thomas	October-03	22,500,000	$ 10,000.00

Dorothy Harmon	October-03	7,500,000	$ 10,000.00

Valerie Penley	October-03	7,500,000	$ -

Valerie Penley’s shares were transferred to her mother, Nancy Singer, upon her death in late 2005.

In April and May 2005, we sold 209,000 shares of common stock to 10 of the individuals or entities listed in Selling Stockholders, 5 of whom were accredited investors, at a price of $ .50 per share for total consideration of $104,500.

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

We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above issuances. We believed that Section 4(2) was available because:

o None of these issuances involved underwriters, underwriting discounts or commissions;

o We placed restrictive legends on all certificates issued;

o No sales were made by general solicitation or advertising;

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

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

o Access to all our books and records.

o Access to all material contracts and documents relating to our operations.

o 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.

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.

EXHIBITS

Item 3

*1 Articles of Incorporation of Pro Travel Network, Inc.

2 Bylaws of Pro Travel Network, Inc.

3 Amendment to Articles of Incorporation

*To be filed by amendment

Item 4

Form of common stock Certificate of the Pro Travel Network, Inc.(1)

Item 5

Legal Opinion of Williams Law Group, P.A.

Item 10

10.1

Henderson Employment Agreement

10.2

Agent Agreement Terms and Conditions

Item 23

1 Consent of Malone & Bailey PC

2 Consent of Williams Law Group, P.A. (included in Exhibit 5.1)

All other Exhibits called for by Rule 601 of Regulation SB-2 or SK are not applicable to this filing.

(1) Information pertaining to our common stock is contained in our Articles of Incorporation and Bylaws.

UNDERTAKINGS

The undersigned Registrant hereby undertakes to:

(1) File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing,, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (ss.230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii) Include any additional or changed material information on the plan of distribution.

2. For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

3. File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(4) For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and

(iv) Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matte r has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on our behalf by the undersigned, in the City of Fresno, State of California on February 28, 2006.

Pro Travel Network, Inc.

Title Name Date Signature

----- ---- ---- ---------

Principal Executive Officer Paul Henderson 2- 28, 2006 /s/ Paul Henderson

Principal Financial Officer and

Principal Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

SIGNATURE NAME TITLE DATE

--------- ---- ----- ----

/s/ Paul Henderson Paul Henderson Director February 28, 2006

EX-5.1 2 protravelopinandconsentmtw02.htm EXHIBIT <PAGE>

WILLIAMS LAW GROUP, P.A.

2503 West Gardner Court

Tampa, FL 33611

February 28, 2006

Pro Travel Network, Inc.

Re: Registration Statement on Form SB-2

Gentlemen:

I have acted as your counsel in the preparation on a Registration Statement on Form SB-2 (the "Registration Statement") filed by you with the Securities and Exchange Commission covering shares of Common Stock of Pro Travel Network, Inc. (the "Stock").

In so acting, I have examined and relied upon such records, documents and other instruments as in our judgment are necessary or appropriate in order to express the opinion hereinafter set forth and have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals,

and the conformity to original documents of all documents submitted to us certified or photostatic copies.

Based on the foregoing, I am of the opinion that:

The Stock has been duly and validly issued, is fully paid and nonassessable.

I hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not hereby admit that I come within the category of a person whose consent is required under Section 7 of the Act, or the general rules and regulations thereunder.

Very truly yours,

/S/Michael T. Williams

- -----------------------------------

Michael T. Williams

EX-10.1 3 phemploymentagreement101.htm EXHIBIT Converted by EDGARwiz

EMPLOYMENT AGREEMENT

Employment Agreement, between PTI Investment Group, Inc. DBA Pro Travel Network (the “Company”), and Paul Henderson (the “Employee”).

1. Consideration. For good consideration, the Company employs the Employee on the following terms and conditions.

2. Term of Employment. Subject to the provisions for termination set forth below, this agreement will begin on March 1, 2005, unless sooner terminated.

3. Salary. The Company shall pay Employee a salary of $108,000 per year, for the services of the Employee, payable at regular payroll periods.

4. Commission. The Company shall also pay Employee commission at 12% of the net of all sales revenue, less all costs of sales expenses.

5. Duties and Position. The Company hires the Employee in the capacity of President. The Employee’s duties may be reasonably modified at the Company’s discretion from time to time. As President, employee is responsible for and authorized to run the day to day operations of the business. The powers of the President include, but are not limited to, hiring and firing employees, executing contracts on behalf of the Corporation, making purchases and taking any and all necessary actions required for the Corporation’s operations.

6. Employee to Devote Full Time to Company. The Employee will devote full time attention and energies to the business of the Company, and, during this employment, will not engage in any other business activity, regardless of whether such activity is pursued for profit or other pecuniary advantage. Employee is not prohibited from making personal investments in any other businesses provided that investments do not require active involvement in the operation of said companies.

7. Confidentiality of Proprietary Information. Employee agrees, during or after the term of this employment, not to reveal confidential information, or trade secrets to any person, firm, corporation, or entity. Should Employee reveal or threaten to reveal this information, the Company shall be entitled to an injunction restraining the Employee from disclosing same, or from rendering any services to any entity to whom said information has been or is threatened to be disclosed. The right to secure an injunction is not exclusive, and the Company may pursue any other remedies it has against the Employee for a breach or threatened breach of this condition, including the recovery of damages from the Employee.

8. Reimbursement of Expenses. The Employee may incur reasonable expenses for furthering the Company’s business, including expenses for entertainment, travel, and similar items. The Company shall reimburse Employee for all business expenses after the Employee presents an itemized account of expenditures, pursuant to Company policy.

9. Vacation. The Employee shall be entitled to a yearly vacation of 2 weeks at full pay.

10. Disability. In the event the Employee cannot perform the duties because of illness or incapacity for a period of more than 4 weeks, the compensation otherwise due during said illness or incapacity will be reduced by 50% (50 percent). The Employee’s full compensation will be reinstated upon return to work. However, if the Employee is absent from work for any reason for a continuous period of over 2 months, the Company may terminate the Employee’s employment, and the Company’s obligations under this agreement will cease on that date.

11. Termination of Agreement. Without cause, the Company may terminate this agreement at any time upon 60 days written notice to the Employee. If the Company requests, the Employee will continue to perform his/her duties and may be paid his/her regular salary up to the date of termination. In addition, the Company will pay the Employee on the date of the termination a severance allowance of $8,500, plus any earned commissions less taxes and social security required to be withheld. Without cause, the Employee may terminate employment upon 14 days’ written notice to the Company. Employee may be required to perform his or her duties and will be paid the regular salary to date of termination but shall not receive severance allowance. Notwithstanding anything to the contrary contained in this agreement, the Company may terminate the Employee’s employment upon 60 days’ notice to the Employee should any of the following eve nts occur:

(a) The sale of substantially all of the Company’s assets to a single purchaser or group of associated purchasers; or

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

(d) The merger or consolidation of the Company with another company.

(e) Bankruptcy or chapter 11 reorganization.

12. Death Benefit. Should Employee die during the term of employment, the Company shall pay to Employee’s estate any compensation due through the end of the month in which death occurred.

13. Restriction on Post Employment Compensation. For a period of two years (2 ) years after the end of employment, the Employee shall not control, consult to or be employed by any business similar to that conducted by the company, either by soliciting any of its accounts or by operating within Employer’s general trading area.

14. Assistance in Litigation. Employee shall upon reasonable notice, furnish such information and proper assistance to the Company as it may reasonably require in connection with any litigation in which it is, or may become, a party either during or after employment.

15. Effect of Prior Agreements. This Agreement supersedes any prior agreement between the Company or any predecessor of the Company and the Employee, except that this agreement shall not affect or operate to reduce any benefit or compensation inuring to the Employee of a kind elsewhere provided and not expressly provided in this agreement.

16. Settlement by Arbitration. Any claim or controversy that arises out of or relates to this agreement, or the breach of it, shall be settled by arbitration in accordance with the rules of the American Arbitration Association. Judgment upon the award rendered may be entered in any court with jurisdiction.

17. Limited Effect of Waiver by Company. Should Company waive breach of any provision of this agreement by the Employee, that waiver will not operate or be construed as a waiver of further breach by the Employee.

18. Severability. If, for any reason, any provision of this agreement is held invalid, all other provisions of this agreement shall remain in effect. If this agreement is held invalid or cannot be enforced, then to the full extent permitted by law any prior agreement between the Company (or any predecessor thereof) and the Employee shall be deemed reinstated as if this agreement had not been executed.

19. Assumption of Agreement by Company’s Successors and Assignees. The Company’s rights and obligations under this agreement will inure to the benefit and be binding upon the Company’s successors and assignees.

20. Oral Modifications Not Binding. This instrument is the entire agreement of the Company and the Employee. Oral changes have no effect. It may be altered only by a written agreement signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.

Signed, this 23^rd day of March, 2005.

/s/ Valerie Penley

/s/ Paul Henderson

Company

Employee

Secretary / Treasurer

EX-23.1 4 sb22286consent.htm EXHIBIT INDEPENDENT AUDITORS’ CONSENT

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSENT

We consent to the use {incorporation by reference} in this Registration Statement of Pro Travel Network, Inc., on Form SB-2 of our report dated October 26, 2005 for Pro Travel Network, Inc. We also consent to the reference to us under the heading “Experts” in this registration statement.

Malone & Bailey, PC

www.malone-bailey.com

Houston, Texas

February 28, 2006

EX-3.3 5 ex33.htm EXHIBIT DEAN HELLER Secretary of State204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299

[ex33001.jpg] DEAN HELLER Secretary of State204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299

(775) 684 5708Website: secretaryofstate.biz

Certificate of Amendment

(PURSUANT TO NRS 78.385 and 78.390)

Important: Read attached instructions before completing form. ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Articles of IncorporationFor Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

Name of corporation:

The articles have been amended as follows (provide article numbers, if available):

The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the *

PTN INVESTMENT GROUP, INC.

Article 1. Name of Corporation: PRO TRAVEL NETWORK, INC.

Article 4. Authorized Shares:

The aggregate number of shares which the corporation shall have the authority to issue shall consist of FIFTY MILLION 50,000,000 shares of Common Stock having a $.001 par value.

Effective date of filing (optional)

Officer Signature (required):

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause thisfiling to be rejected.

This form must be accompanied by appropriate fees. See attached fee schedule. Nevada Secretary of State AM 78.385 Amend 2003 Revised on: 11/03/03

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BYLAWS

PRO TRAVEL NETWORK, INC.

a Nevada corporation

ARTICLE 1.

DEFINITIONS

1.1 Definitions. Unless the context clearly requires otherwise, in these Bylaws:

(a) "Board" means the board of directors of the Company.

(b) "Bylaws" means these bylaws as adopted by the Board and includes amendments subsequently adopted by the Board or by the Stockholders.

(c) "Articles of Incorporation" means the Articles of Incorporation of Pro Travel Network, Inc., as filed with the Secretary of State of the State of Nevada and includes all amendments thereto and restatements thereof subsequently filed.

(d) "Company" means Pro Travel Network, Inc., a Nevada corporation.

(e) "Section" refers to sections of these Bylaws.

(f) "Stockholder" means stockholders of record of the Company.

1.2 Offices. The title of an office refers to the person or persons who at any given time perform the duties of that particular office for the Company.

ARTICLE 2.

OFFICES

2.1 Principal Office. The Company may locate its principal office within or without the state of incorporation as the Board may determine.

2.2 Registered Office. The registered office of the Company required by law to be maintained in the state of incorporation may be, but need not be, the same as the principal place of business of the Company. The Board may change the address of the registered office from time to time.

2.3 Other Offices. The Company may have offices at such other places, either within or without the state of incorporation, as the Board may designate or as the business of the Company may require from time to time.

ARTICLE 3.

MEETINGS OF STOCKHOLDERS

3.1 Annual Meetings. The Stockholders of the Company shall hold their annual meetings for the purpose of electing directors and for the transaction of such other proper business as may come before such meetings at such time, date and place as the Board shall determine by resolution.

3.2 Special Meetings. The Board, the Chairman of the Board, the President or a committee of the Board duly designated and whose powers and authority include the power to call meetings may call special meetings of the Stockholders of the Company at any time for any purpose or purposes. Special meetings of the Stockholders of the Company may also be called by the holders of at least 30% of all shares entitled to vote at the proposed special meeting.

3.3 Place of Meetings. The Stockholders shall hold all meetings at such places, within or without the State of Nevada, as the Board or a committee of the Board shall specify in the notice or waiver of notice for such meetings.

3.4 Notice of Meetings. Except as otherwise required by law, the Board or a committee of the Board shall give notice of each meeting of Stockholders, whether annual or special, not less than 10 nor more than 50 days before the date of the meeting. The Board or a committee of the Board shall deliver a notice to each Stockholder entitled to vote at such meeting by delivering a typewritten or printed notice thereof to him personally, or by depositing such notice in the United States mail, in a postage prepaid envelope, directed to him at his address as it appears on the records of the Company, or by transmitting a notice thereof to him at such address by telegraph, telecopy, cable or wireless. If mailed, notice is given on the date deposited in the United States mail, postage prepaid, directed to the Stockholder at his address as it appears on the records of the Company. An affidavit of the Secretary or an Assistant Secretary or of the Transfer Agent of the Company that he has given notice shall constitute, in the absence of fraud, prima facie evidence of the facts stated therein.

Every notice of a meeting of the Stockholders shall state the place, date and hour of the meeting and, in the case of a special meeting, also shall state the purpose or purposes of the meeting. Furthermore, if the Company will maintain the list at a place other than where the meeting will take place, every notice of a meeting of the Stockholders shall specify where the Company will maintain the list of Stockholders entitled to vote at the meeting.

3.5 Stockholder Notice. Subject to the Articles of Incorporation, the Stockholders who intend to nominate persons to the Board of Directors or propose any other action at an annual meeting of Stockholders must timely notify the Secretary of the Company of such intent. To be timely, a Stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Company not less than 50 days nor more than 90 days prior to the date of such meeting; provided, however, that in the event that less than 75 days' notice of the date of the meeting is given or made to Stockholders, notice by the Stockholder to be timely must be received not later than the close of business on the 15th day following the date on which such notice of the date of the annual meeting was mailed. Such notice must be in writing and must include a (i) a brief description of the business desired to the brought before the annual meeting and the reasons for conducting such business at the meeting; (ii) the name and record address of the Stockholder proposing such business; (iii) the class, series and number of shares of capital stock of the Company which are beneficially owned by the Stockholder; and (iv) any material interest of the Stockholder in such business. The Board of Directors reserves the right to refuse to submit any such proposal to stockholders at an annual meeting if, in its judgment, the information provided in the notice is inaccurate or incomplete.

3.6 Waiver of Notice. Whenever these Bylaws require written notice, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall constitute the equivalent of notice. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. No written waiver of notice need specify either the business to be transacted at, or the purpose or purposes of any regular or special meeting of the Stockholders, directors or members of a committee of the Board.

3.7 Adjournment of Meeting. When the Stockholders adjourn a meeting to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Stockholders may transact any business which they may have transacted at the original meeting. If the adjournment is for more than 30 days or, if after the adjournment, the Board or a committee of the Board fixes a new record date for the adjourned meeting, the Board or a committee of the Board shall give notice of the adjourned meeting to each Stockholder of record entitled to vote at the meeting.

3.8 Quorum. Except as otherwise required by law, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes at any meeting of the Stockholders. In the absence of a quorum at any meeting or any adjournment thereof, the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, or, in the absence therefrom of all the Stockholders, any officer entitled to preside at, or to act as secretary of, such meeting may adjourn such meeting to another place, date or time.

If the chairman of the meeting gives notice of any adjourned special meeting of Stockholders to all Stockholders entitled to vote thereat, stating that the minimum percentage of stockholders for a quorum as provided by Nevada law shall constitute a quorum, then, except as otherwise required by law, that percentage at such adjourned meeting shall constitute a quorum and a majority of the votes cast at such meeting shall determine all matters.

3.9 Organization. Such person as the Board may have designated or, in the absence of such a person, the highest ranking officer of the Company who is present shall call to order any meeting of the Stockholders, determine the presence of a quorum, and act as chairman of the meeting. In the absence of the Secretary or an Assistant Secretary of the Company, the chairman shall appoint someone to act as the secretary of the meeting.

3.10 Conduct of Business. The chairman of any meeting of Stockholders shall determine the order of business and the procedure at the meeting, including such regulations of the manner of voting and the conduct of discussion as he deems in order.

3.11 List of Stockholders. At least 10 days before every meeting of Stockholders, the Secretary shall prepare a list of the Stockholders entitled to vote at the meeting or any adjournment thereof, arranged in alphabetical order, showing the address of each Stockholder and the number of shares registered in the name of each Stockholder. The Company shall make the list available for examination by any Stockholder for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting will take place or at the place designated in the notice of the meeting.

The Secretary shall produce and keep the list at the time and place of the meeting during the entire duration of the meeting, and any Stockholder who is present may inspect the list at the meeting. The list shall constitute presumptive proof of the identity of the Stockholders entitled to vote at the meeting and the number of shares each Stockholder holds.

A determination of Stockholders entitled to vote at any meeting of Stockholders pursuant to this Section shall apply to any adjournment thereof.

3.12 Fixing of Record Date. For the purpose of determining Stockholders entitled to notice of or to vote at any meeting of Stockholders or any adjournment thereof, or Stockholders entitled to receive payment of any dividend, or in order to make a determination of Stockholders for any other proper purpose, the Board or a committee of the Board may fix in advance a date as the record date for any such determination of Stockholders. However, the Board shall not fix such date, in any case, more than 60 days nor less than 10 days prior to the date of the particular action.

If the Board or a committee of the Board does not fix a record date for the determination of Stockholders entitled to notice of or to vote at a meeting of Stockholders, the record date shall be at the close of business on the day next preceding the day on which notice is given or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held or the date on which the Board adopts the resolution declaring a dividend.

3.13 Voting of Shares. Each Stockholder shall have one vote for every share of stock having voting rights registered in his name on the record date for the meeting. The Company shall not have the right to vote treasury stock of the Company, nor shall another corporation have the right to vote its stock of the Company if the Company holds, directly or indirectly, a majority of the shares entitled to vote in the election of directors of such other corporation. Persons holding stock of the Company in a fiduciary capacity shall have the right to vote such stock. Persons who have pledged their stock of the Company shall have the right to vote such stock unless in the transfer on the books of the Company the pledgor expressly empowered the pledgee to vote such stock. In that event, only the pledgee, or his proxy, may represent such stock and vote thereon.

A plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote shall determine all elections and, except when the law or Articles of Incorporation require otherwise, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote shall determine all other matters.

Where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and the affirmative vote of the majority of shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class.

The Stockholders may vote by voice vote on all matters. Upon demand by a Stockholder entitled to vote, or his proxy, the Stockholders shall vote by ballot. In that event, each ballot shall state the name of the Stockholder or proxy voting, the number of shares voted and such other information as the Company may require under the procedure established for the meeting.

3.14 Inspectors. At any meeting in which the Stockholders vote by ballot, the chairman may appoint one or more inspectors. Each inspector shall take and sign an oath to execute the duties of inspector at such meeting faithfully, with strict impartiality, and according to the best of his ability. The inspectors shall ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The certification required herein shall take the form of a subscribed, written report prepared by the inspectors and delivered to the Secretary of the Company. A n inspector need not be a Stockholder of the Company, and any officer of the Company may be an inspector on any question other than a vote for or against a proposal in which he has a material interest.

3.15 Proxies. A Stockholder may exercise any voting rights in person or by his proxy appointed by an instrument in writing, which he or his authorized attorney-in-fact has subscribed and which the proxy has delivered to the Secretary of the meeting pursuant to the manner prescribed by law.

A proxy is not valid after the expiration of 13 months after the date of its execution, unless the person executing it specifies thereon the length of time for which it is to continue in force (which length may exceed 12 months) or limits its use to a particular meeting. Each proxy is irrevocable if it expressly states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

The attendance at any meeting of a Stockholder who previously has given a proxy shall not have the effect of revoking the same unless he notifies the Secretary in writing prior to the voting of the proxy.

3.16 Action by Consent. Any action required to be taken at any annual or special meeting of stockholders of the Company or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Company by delivery to its registered office, its principal place of business, or an officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Company's registered office shall be by hand or by certified or registered mail, return receipt req uested.

Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 50 days of the earliest dated consent delivered in the manner required by this section to the Company, written consents signed by a sufficient number of holders to take action are delivered to the Company by delivery to its registered office, its principal place of business or an officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Company's registered office shall be by hand or by certified or registered mail, return receipt requested.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE 4.

BOARD OF DIRECTORS

4.1 General Powers. The Board shall manage the property, business and affairs of the Company.

4.2 Number. The number of directors who shall constitute the Board shall equal not less than 1 nor more than 10, as the Board or majority stockholders may determine by resolution from time to time.

4.3 Election of Directors and Term of Office. The Stockholders of the Company shall elect the directors at the annual or adjourned annual meeting (except as otherwise provided herein for the filling of vacancies). Each director shall hold office until his death, resignation, retirement, removal, or disqualification, or until his successor shall have been elected and qualified.

4.4 Resignations. Any director of the Company may resign at any time by giving written notice to the Board or to the Secretary of the Company. Any resignation shall take effect upon receipt or at the time specified in the notice. Unless the notice specifies otherwise, the effectiveness of the resignation shall not depend upon its acceptance.

4.5 Removal. Stockholders holding 2/3 of the outstanding shares entitled to vote at an election of directors may remove any director or the entire Board of Directors at any time, with or without cause.

4.6 Vacancies. Any vacancy on the Board, whether because of death, resignation, disqualification, an increase in the number of directors, or any other cause may be filled by a majority of the remaining directors, a sole remaining director, or the majority stockholders. Any director elected to fill a vacancy shall hold office until his death, resignation, retirement, removal, or disqualification, or until his successor shall have been elected and qualified.

4.7 Chairman of the Board. At the initial and annual meeting of the Board, the directors may elect from their number a Chairman of the Board of Directors. The Chairman shall preside at all meetings of the Board and shall perform such other duties as the Board may direct. The Board also may elect a Vice Chairman and other officers of the Board, with such powers and duties as the Board may designate from time to time.

4.8 Compensation. The Board may compensate directors for their services and may provide for the payment of all expenses the directors incur by attending meetings of the Board or otherwise.

ARTICLE 5.

MEETINGS OF DIRECTORS

5.1 Regular Meetings. The Board may hold regular meetings at such places, dates and times as the Board shall establish by resolution. If any day fixed for a meeting falls on a legal holiday, the Board shall hold the meeting at the same place and time on the next succeeding business day. The Board need not give notice of regular meetings.

5.2 Place of Meetings. The Board may hold any of its meetings in or out of the State of Nevada, at such places as the Board may designate, at such places as the notice or waiver of notice of any such meeting may designate, or at such places as the persons calling the meeting may designate.

5.3 Meetings by Telecommunications. The Board or any committee of the Board may hold meetings by means of conference telephone or similar telecommunications equipment that enable all persons participating in the meeting to hear each other. Such participation shall constitute presence in person at such meeting.

5.4 Special Meetings. The Chairman of the Board, the President, or one-half of the directors then in office may call a special meeting of the Board. The person or persons authorized to call special meetings of the Board may fix any place, either in or out of the State of Nevada as the place for the meeting.

5.5 Notice of Special Meetings. The person or persons calling a special meeting of the Board shall give written notice to each director of the time, place, date and purpose of the meeting of not less than three business days if by mail and not less than 24 hours if by telegraph or in person before the date of the meeting. If mailed, notice is given on the date deposited in the United States mail, postage prepaid, to such director. A director may waive notice of any special meeting, and any meeting shall constitute a legal meeting without notice if all the directors are present or if those not present sign either before or after the meeting a written waiver of notice, a consent to such meeting, or an approval of the minutes of the meeting. A notice or waiver of notice need not specify the purposes of the meeting or the business which the Board will transact at the meeting.

5.6 Waiver by Presence. Except when expressly for the purpose of objecting to the legality of a meeting, a director's presence at a meeting shall constitute a waiver of notice of such meeting.

5.7 Quorum. A majority of the directors then in office shall constitute a quorum for all purposes at any meeting of the Board. In the absence of a quorum, a majority of directors present at any meeting may adjourn the meeting to another place, date or time without further notice. No proxies shall be given by directors to any person for purposes of voting or establishing a quorum at a directors’ meetings.

5.8 Conduct of Business. The Board shall transact business in such order and manner as the Board may determine. Except as the law requires otherwise, the Board shall determine all matters by the vote of a majority of the directors present at a meeting at which a quorum is present. The directors shall act as a Board, and the individual directors shall have no power as such.

5.9 Action by Consent. The Board or a committee of the Board may take any required or permitted action without a meeting if all members of the Board or committee consent thereto in writing and file such consent with the minutes of the proceedings of the Board or committee.

ARTICLE 6.

COMMITTEES

6.1 Committees of the Board. The Board may designate, by a vote of a majority of the directors then in office, committees of the Board. The committees shall serve at the pleasure of the Board and shall possess such lawfully delegable powers and duties as the Board may confer.

6.2 Selection of Committee Members. The Board shall elect by a vote of a majority of the directors then in office a director or directors to serve as the member or members of a committee. By the same vote, the Board may designate other directors as alternate members who may replace any absent or disqualified member at any meeting of a committee. In the absence or disqualification of any member of any committee and any alternate member in his place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or they constitute a quorum, may appoint by unanimous vote another member of the Board to act at the meeting in the place of the absent or disqualified member.

6.3 Conduct of Business. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as the law or these Bylaws require otherwise. Each committee shall make adequate provision for notice of all meetings to members. A majority of the members of the committee shall constitute a quorum, unless the committee consists of one or two members. In that event, one member shall constitute a quorum. A majority vote of the members present shall determine all matters. A committee may take action without a meeting if all the members of the committee consent in writing and file the consent or consents with the minutes of the proceedings of the committee.

6.4 Authority. Any committee, to the extent the Board provides, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the affixation of the Company's seal to all instruments which may require or permit it. However, no committee shall have any power or authority with regard to amending the Articles of Incorporation, adopting an agreement of merger or consolidation, recommending to the Stockholders the sale, lease or exchange of all or substantially all of the Company's property and assets, recommending to the Stockholders a dissolution of the Company or a revocation of a dissolution of the Company, or amending these Bylaws of the Company. Unless a resolution of the Board expressly provides, no committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a cert ificate of ownership and merger.

6.5 Minutes. Each committee shall keep regular minutes of its proceedings and report the same to the Board when required.

ARTICLE 7.

OFFICERS

7.1 Officers of the Company. The officers of the Company shall consist of a President, a Secretary, a Treasurer and such Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other officers as the Board may designate and elect from time to time. The same person may hold at the same time any two or more offices.

7.2 Election and Term. The Board shall elect the officers of the Company. Each officer shall hold office until his death, resignation, retirement, removal or disqualification, or until his successor shall have been elected and qualified.

7.3 Compensation of Officers. The Board shall fix the compensation of all officers of the Company. No officer shall serve the Company in any other capacity and receive compensation, unless the Board authorizes the additional compensation.

7.4 Removal of Officers and Agents. The Board may remove any officer or agent it has elected or appointed at any time, with or without cause.

7.5 Resignation of Officers and Agents. Any officer or agent the Board has elected or appointed may resign at any time by giving written notice to the Board, the Chairman of the Board, the President, or the Secretary of the Company. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified. Unless otherwise specified in the notice, the Board need not accept the resignation to make it effective.

7.6 Bond. The Board may require by resolution any officer, agent, or employee of the Company to give bond to the Company, with sufficient sureties conditioned on the faithful performance of the duties of his respective office or agency. The Board also may require by resolution any officer, agent or employee to comply with such other conditions as the Board may require from time to time.

7.7 President. The President shall be the chief operating officer of the Company and, subject to the Board's control, shall supervise and direct all of the business and affairs of the Company. When present, he shall sign (with or without the Secretary, an Assistant Secretary, or any other officer or agent of the Company which the Board has authorized) deeds, mortgages, bonds, contracts or other instruments which the Board has authorized an officer or agent of the Company to execute. However, the President shall not sign any instrument which the law, these Bylaws, or the Board expressly require some other officer or agent of the Company to sign and execute. In general, the President shall perform all duties incident to the office of President and such other duties as the Board may prescribe from time to time.

7.8 Vice Presidents. In the absence of the President or in the event of his death, inability or refusal to act, the Vice Presidents in the order of their length of service as Vice Presidents, unless the Board determines otherwise, shall perform the duties of the President. When acting as the President, a Vice President shall have all the powers and restrictions of the Presidency. A Vice President shall perform such other duties as the President or the Board may assign to him from time to time.

7.9 Secretary. The Secretary shall (a) keep the minutes of the meetings of the Stockholders and of the Board in one or more books for that purpose, (b) give all notices which these Bylaws or the law requires, (c) serve as custodian of the records and seal of the Company, (d) affix the seal of the corporation to all documents which the Board has authorized execution on behalf of the Company under seal, (e) maintain a register of the address of each Stockholder of the Company, (f) sign, with the President, a Vice President, or any other officer or agent of the Company which the Board has authorized, certificates for shares of the Company, (g) have charge of the stock transfer books of the Company, and (h) perform all duties which the President or the Board may assign to him from time to time.

7.10 Assistant Secretaries. In the absence of the Secretary or in the event of his death, inability or refusal to act, the Assistant Secretaries in the order of their length of service as Assistant Secretary, unless the Board determines otherwise, shall perform the duties of the Secretary. When acting as the Secretary, an Assistant Secretary shall have the powers and restrictions of the Secretary. An Assistant Secretary shall perform such other duties as the President, Secretary or Board may assign from time to time.

7.11 Treasurer. The Treasurer shall (a) have responsibility for all funds and securities of the Company, (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, (c) deposit all moneys in the name of the Company in depositories which the Board selects, and (d) perform all of the duties which the President or the Board may assign to him from time to time.

7.12 Assistant Treasurers. In the absence of the Treasurer or in the event of his death, inability or refusal to act, the Assistant Treasurers in the order of their length of service as Assistant Treasurer, unless the Board determines otherwise, shall perform the duties of the Treasurer. When acting as the Treasurer, an Assistant Treasurer shall have the powers and restrictions of the Treasurer. An Assistant Treasurer shall perform such other duties as the Treasurer, the President, or the Board may assign to him from time to time.

7.13 Delegation of Authority. Notwithstanding any provision of these Bylaws to the contrary, the Board may delegate the powers or duties of any officer to any other officer or agent.

7.14 Action with Respect to Securities of Other Corporations. Unless the Board directs otherwise, the President shall have the power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which the Company holds securities. Furthermore, unless the Board directs otherwise, the President shall exercise any and all rights and powers which the Company possesses by reason of its ownership of securities in another corporation.

7.15 Vacancies. The Board may fill any vacancy in any office because of death, resignation, removal, disqualification or any other cause in the manner which these Bylaws prescribe for the regular appointment to such office.

ARTICLE 8.

CONTRACTS, LOANS, DRAFTS,

DEPOSITS AND ACCOUNTS

8.1 Contracts. The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Company. The Board may make such authorization general or special.

8.2 Loans. Unless the Board has authorized such action, no officer or agent of the Company shall contract for a loan on behalf of the Company or issue any evidence of indebtedness in the Company's name.

8.3 Drafts. The President, any Vice President, the Treasurer, any Assistant Treasurer, and such other persons as the Board shall determine shall issue all checks, drafts and other orders for the payment of money, notes and other evidences of indebtedness issued in the name of or payable by the Company.

8.4 Deposits. The Treasurer shall deposit all funds of the Company not otherwise employed in such banks, trust companies, or other depositories as the Board may select or as any officer, assistant, agent or attorney of the Company to whom the Board has delegated such power may select. For the purpose of deposit and collection for the account of the Company, the President or the Treasurer (or any other officer, assistant, agent or attorney of the Company whom the Board has authorized) may endorse, assign and deliver checks, drafts and other orders for the payment of money payable to the order of the Company.

8.5 General and Special Bank Accounts. The Board may authorize the opening and keeping of general and special bank accounts with such banks, trust companies, or other depositories as the Board may select or as any officer, assistant, agent or attorney of the Company to whom the Board has delegated such power may select. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient.

ARTICLE 9.

CERTIFICATES FOR SHARES AND THEIR TRANSFER

9.1 Certificates for Shares. Every owner of stock of the Company shall have the right to receive a certificate or certificates, certifying to the number and class of shares of the stock of the Company which he owns. The Board shall determine the form of the certificates for the shares of stock of the Company. The Secretary, transfer agent, or registrar of the Company shall number the certificates representing shares of the stock of the Company in the order in which the Company issues them. The President or any Vice President and the Secretary or any Assistant Secretary shall sign the certificates in the name of the Company. Any or all certificates may contain facsimile signatures. In case any officer, transfer agent, or registrar who has signed a certificate, or whose facsimile signature appears on a certificate, ceases to serve as such officer, transfer agent, or registrar before the Company issues the certifi cate, the Company may issue the certificate with the same effect as though the person who signed such certificate, or whose facsimile signature appears on the certificate, was such officer, transfer agent, or registrar at the date of issue. The Secretary, transfer agent, or registrar of the Company shall keep a record in the stock transfer books of the Company of the names of the persons, firms or corporations owning the stock represented by the certificates, the number and class of shares represented by the certificates and the dates thereof and, in the case of cancellation, the dates of cancellation. The Secretary, transfer agent, or registrar of the Company shall cancel every certificate surrendered to the Company for exchange or transfer. Except in the case of a lost, destroyed, stolen or mutilated certificate, the Secretary, transfer agent, or registrar of the Company shall not issue a new certificate in exchange for an existing certificate until he has canceled the existing certificat e.

9.2 Transfer of Shares. A holder of record of shares of the Company's stock, or his attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary, transfer agent or registrar of the Company, may transfer his shares only on the stock transfer books of the Company. Such person shall furnish to the Secretary, transfer agent, or registrar of the Company proper evidence of his authority to make the transfer and shall properly endorse and surrender for cancellation his existing certificate or certificates for such shares. Whenever a holder of record of shares of the Company's stock makes a transfer of shares for collateral security, the Secretary, transfer agent, or registrar of the Company shall state such fact in the entry of transfer if the transferor and the transferee request.

9.3 Lost Certificates. The Board may direct the Secretary, transfer agent, or registrar of the Company to issue a new certificate to any holder of record of shares of the Company's stock claiming that he has lost such certificate, or that someone has stolen, destroyed or mutilated such certificate, upon the receipt of an affidavit from such holder to such fact. When authorizing the issue of a new certificate, the Board, in its discretion may require as a condition precedent to the issuance that the owner of such certificate give the Company a bond of indemnity in such form and amount as the Board may direct.

9.4 Regulations. The Board may make such rules and regulations, not inconsistent with these Bylaws, as it deems expedient concerning the issue, transfer and registration of certificates for shares of the stock of the corporation. The Board may appoint or authorize any officer or officers to appoint one or more transfer agents, or one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them.

9.5 Holder of Record. The Company may treat as absolute owners of shares the person in whose name the shares stand of record as if that person had full competency, capacity and authority to exercise all rights of ownership, despite any knowledge or notice to the contrary or any description indicating a representative, pledge or other fiduciary relation, or any reference to any other instrument or to the rights of any other person appearing upon its record or upon the share certificate. However, the Company may treat any person furnishing proof of his appointment as a fiduciary as if he were the holder of record of the shares.

9.6 Treasury Shares. Treasury shares of the Company shall consist of shares which the Company has issued and thereafter acquired but not canceled. Treasury shares shall not carry voting or dividend rights.

ARTICLE 10.

INDEMNIFICATION

10.1 Definitions. In this Article:

(a) "Indemnitee" means (i) any present or former Director, advisory director or officer of the Company, (ii) any person who while serving in any of the capacities referred to in clause (i) hereof served at the Company's request as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and (iii) any person nominated or designated by (or pursuant to authority granted by) the Board of Directors or any committee thereof to serve in any of the capacities referred to in clauses (i) or (ii) hereof.

(b) "Official Capacity" means (i) when used with respect to a Director, the office of Director of the Company, and (ii) when used with respect to a person other than a Director, the elective or appointive office of the Company held by such person or the employment or agency relationship undertaken by such person on behalf of the Company, but in each case does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise.

(c) "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding.

10.2 Indemnification. The Company shall indemnify every Indemnitee against all judgments, penalties (including excise and similar taxes), fines, amounts paid in settlement and reasonable expenses actually incurred by the Indemnitee in connection with any Proceeding in which he was, is or is threatened to be named defendant or respondent, or in which he was or is a witness without being named a defendant or respondent, by reason, in whole or in part, of his serving or having served, or having been nominated or designated to serve, in any of the capacities referred to in Section 10.1, if it is determined in accordance with Section 10.4 that the Indemnitee (a) conducted himself in good faith, (b) reasonably believed, in the case of conduct in his Official Capacity, that his conduct was in the Company's best interests and, in all other cases, that his conduct was at least not opposed to the Company's best interests, and (c) in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful; provided, however, that in the event that an Indemnitee is found liable to the Company or is found liable on the basis that personal benefit was improperly received by the Indemnitee the indemnification (i) is limited to reasonable expenses actually incurred by the Indemnitee in connection with the Proceeding and (ii) shall not be made in respect of any Proceeding in which the Indemnitee shall have been found liable for willful or intentional misconduct in the performance of his duty to the Company. Except as provided in the immediately preceding proviso to the first sentence of this Section 10.2, no indemnification shall be made under this Section 10.2 in respect of any Proceeding in which such Indemnitee shall have been (a) found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the Indemnitee's Official Capac ity, or (b) found liable to the Company. The termination of any Proceeding by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent, is not of itself determinative that the Indemnitee did not meet the requirements set forth in clauses (a), (b) or (c) in the first sentence of this Section 10.2. An Indemnitee shall be deemed to have been found liable in respect of any claim, issue or matter only after the Indemnitee shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom. Reasonable expenses shall, include, without limitation, all court costs and all fees and disbursements of attorneys for the Indemnitee. The indemnification provided herein shall be applicable whether or not negligence or gross negligence of the Indemnitee is alleged or proven.

10.3 Successful Defense. Without limitation of Section 10.2 and in addition to the indemnification provided for in Section 10.2, the Company shall indemnify every Indemnitee against reasonable expenses incurred by such person in connection with any Proceeding in which he is a witness or a named defendant or respondent because he served in any of the capacities referred to in Section 10.1, if such person has been wholly successful, on the merits or otherwise, in defense of the Proceeding.

10.4 Determinations. Any indemnification under Section 10.2 (unless ordered by a court of competent jurisdiction) shall be made by the Company only upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who, at the time of such vote, are not named defendants or respondents in the Proceeding; (b) if such a quorum cannot be obtained, then by a majority vote of a committee of the Board of Directors, duly designated to act in the matter by a majority vote of all Directors (in which designated Directors who are named defendants or respondents in the Proceeding may participate), such committee to consist solely of two (2) or more Directors who, at the time of the committee vote, are not named defendants or respondents in the Proceeding ; (c) by special legal counsel selected by the Board of Directors or a committee thereof by vote as set forth in clauses (a) or (b) of this Section 10.4 or, if the requisite quorum of all of the Directors cannot be obtained therefor and such committee cannot be established, by a majority vote of all of the Directors (in which Directors who are named defendants or respondents in the Proceeding may participate); or (d) by the shareholders in a vote that excludes the shares held by Directors that are named defendants or respondents in the Proceeding. Determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, determination as to reasonableness of expenses must be made in the manner specified in clause (c) of the preceding sentence for the selection of special legal counsel. In the event a determination is made under this Section 10.4 that the Indemnitee has met the applicable standard of conduct as to some matters but not as to others, amounts to be indemnified may be reasonably prorated.

10.5 Advancement of Expenses. Reasonable expenses (including court costs and attorneys' fees) incurred by an Indemnitee who was or is a witness or was, is or is threatened to be made a named defendant or respondent in a Proceeding shall be paid by the Company at reasonable intervals in advance of the final disposition of such Proceeding, and without making any of the determinations specified in Section 10.4, after receipt by the Company of (a) a written affirmation by such Indemnitee of his good faith belief that he has met the standard of conduct necessary for indemnification by the Company under this Article and (b) a written undertaking by or on behalf of such Indemnitee to repay the amount paid or reimbursed by the Company if it shall ultimately be determined that he is not entitled to be indemnified by the Company as authorized in this Article. Such written undertaking shall be an unlimited obligation of t he Indemnitee but need not be secured and it may be accepted without reference to financial ability to make repayment. Notwithstanding any other provision of this Article, the Company may pay or reimburse expenses incurred by an Indemnitee in connection with his appearance as a witness or other participation in a Proceeding at a time when he is not named a defendant or respondent in the Proceeding.

10.6 Employee Benefit Plans. For purposes of this Article, the Company shall be deemed to have requested an Indemnitee to serve an employee benefit plan whenever the performance by him of his duties to the Company also imposes duties on or otherwise involves services by him to the plan or participants or beneficiaries of the plan. Excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall be deemed fines. Action taken or omitted by an Indemnitee with respect to an employee benefit plan in the performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company.

10.7 Other Indemnification and Insurance. The indemnification provided by this Article shall (a) not be deemed exclusive of, or to preclude, any other rights to which those seeking indemnification may at any time be entitled under the Company's Articles of Incorporation, any law, agreement or vote of shareholders or disinterested Directors, or otherwise, or under any policy or policies of insurance purchased and maintained by the Company on behalf of any Indemnitee, both as to action in his Official Capacity and as to action in any other capacity, (b) continue as to a person who has ceased to be in the capacity by reason of which he was an Indemnitee with respect to matters arising during the period he was in such capacity, (c) inure to the benefit of the heirs, executors and administrators of such a person and (d) not be required if and to the extent that the person otherwise entitled to payment of such amounts hereunder has actually recei ved payment therefor under any insurance policy, contract or otherwise.

10.8 Notice. Any indemnification of or advance of expenses to an Indemnitee in accordance with this Article shall be reported in writing to the shareholders of the Company with or before the notice or waiver of notice of the next shareholders' meeting or with or before the next submission to shareholders of a consent to action without a meeting and, in any case, within the 12-month period immediately following the date of the indemnification or advance.

10.9 Construction. The indemnification provided by this Article shall be subject to all valid and applicable laws, including, without limitation, the Nevada General Corporation Law, and, in the event this Article or any of the provisions hereof or the indemnification contemplated hereby are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Article shall be regarded as modified accordingly, and, as so modified, to continue in full force and effect.

10.10 Continuing Offer, Reliance, etc. The provisions of this Article (a) are for the benefit of, and may be enforced by, each Indemnitee of the Company, the same as if set forth in their entirety in a written instrument duly executed and delivered by the Company and such Indemnitee and (b) constitute a continuing offer to all present and future Indemnitees. The Company, by its adoption of these Bylaws, (a) acknowledges and agrees that each Indemnitee of the Company has relied upon and will continue to rely upon the provisions of this Article in becoming, and serving in any of the capacities referred to in Section 10.1 of this Article, (b) waives reliance upon, and all notices of acceptance of, such provisions by such Indemnitees and (c) acknowledges and agrees that no present or future Indemnitee shall be prejudiced in his right to enforce the provisions of this Article in accordance with its terms by any act or failure to act on the part of the Company.

10.11 Effect of Amendment. No amendment, modification or repeal of this Article or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitees to be indemnified by the Company, nor the obligation of the Company to indemnify any such Indemnitees, under and in accordance with the provisions of the Article as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

ARTICLE 11.

TAKEOVER OFFERS

In the event the Company receives a takeover offer, the Board of Directors shall consider all relevant factors in evaluating such offer, including, but not limited to, the terms of the offer, and the potential economic and social impact of such offer on the Company's stockholders, employees, customers, creditors and community in which it operates.

ARTICLE 12.

NOTICES

12.1 General. Whenever these Bylaws require notice to any Stockholder, director, officer or agent, such notice does not mean personal notice. A person may give effective notice under these Bylaws in every case by depositing a writing in a post office or letter box in a postpaid, sealed wrapper, or by dispatching a prepaid telegram addressed to such Stockholder, director, officer or agent at his address on the books of the Company. Unless these Bylaws expressly provide to the contrary, the time when the person sends notice shall constitute the time of the giving of notice.

12.2 Waiver of Notice. Whenever the law or these Bylaws require notice, the person entitled to said notice may waive such notice in writing, either before or after the time stated therein.

ARTICLE 13.

MISCELLANEOUS

13.1 Facsimile Signatures. In addition to the use of facsimile signatures which these Bylaws specifically authorize, the Company may use such facsimile signatures of any officer or officers, agents or agent, of the Company as the Board or a committee of the Board may authorize.

13.2 Corporate Seal. The Board may provide for a suitable seal containing the name of the Company, of which the Secretary shall be in charge. The Treasurer, any Assistant Secretary, or any Assistant Treasurer may keep and use the seal or duplicates of the seal if and when the Board or a committee of the Board so directs.

13.3 Fiscal Year. The Board shall have the authority to fix and change the fiscal year of the Company.

ARTICLE 14.

AMENDMENTS

14.1 Subject to the provisions of the Articles of Incorporation, the Stockholders or the Board may amend or repeal these Bylaws at any meeting.

The undersigned hereby certifies that the foregoing constitutes a true and correct copy of the Bylaws of the Company as adopted by the Directors on the 20th day of May 2005.

Executed as of this 20th day of May 2005.

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_______________________________________

Valerie Penley, Secretary

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