S-1

As filed with the Securities and Exchange Commission on June 3, 2011

Registration No. ____________

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PRIME TIME TRAVEL, INC.

(Exact name of Registrant as specified in its charter)

Delaware	4700	80-0671280
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

809 Heavenly Lane,

Cincinnati, OH 45238

Tel:  (513)-252-1577

(Address, including zip code, and telephone number, including area code,

of Registrant’s principal executive offices)

c/o Vcorp Services, LLC

1811 Silverside Road

Wilmington, Delaware 19810, County of New Castle

Tel: 1-888-528-2677

 (Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies of all correspondence to:

Gersten Savage LLP

David E. Danovitch, Esq.

Cheryll J. Calaguio, Esq.

Dario de Martino, Esq.

600 Lexington Avenue

New York, NY 10022-6018

Tel: (212) 752-9700 Fax: (212) 980-5192

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

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, please check the following box: þ

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

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

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

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if smaller reporting company)

Calculation of Registration Fee

Title of Class of Securities to be Registered	Amount to be Registered(1)		Proposed Maximum Aggregate Price Per Share(2)		Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee
Common stock, $0.000001 per share		2,000,000	$	0.05	$	100,000	$	11.61
Total		2,000,000	$	0.05	$	100,000	$	11.61

______________

(1) The shares of our common stock being registered hereunder are being registered for resale by the selling stockholders named in the prospectus.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933.

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 said Section 8(a), may determine.

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The information in this prospectus is not complete and may be amended. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED June 3, 2011

PRELIMINARY PROSPECTUS

PRIME TIME TRAVEL, INC.

2,000,000 SHARES OF COMMON STOCK

OFFERING PRICE $.05 PER SHARE

The selling stockholders named in this prospectus are offering for resale 2,000,000 shares of our common stock at an offering price of $0.05 per share until our shares are quoted on the Over-the-Counter Bulletin Board (“OTC Bulletin Board”), and thereafter at prevailing market prices or privately negotiated prices. We will pay all expenses incurred in this offering (other than transfer taxes), and the selling stockholders will receive all of the net proceeds from this offering.

Our business is subject to many risks and an investment in our common stock will also involve a high degree of risk. You should carefully consider the factors described under the heading “Risk Factors” beginning on page 7 before investing in our common stock.

There is currently no public market for our common stock and we have not applied for listing or quotation on any public market. We have arbitrarily determined the offering price of $0.05 per share offered pursuant to this prospectus. The offering price bears no relationship to our assets, book value, earnings or any other customary investment criteria. After the effective date of the registration statement, we intend to try to identify a market maker to file an application with the Financial Industry Regulatory Authority (“FINRA”) to have our common stock quoted on the OTC Bulletin Board. We currently have no market maker who is willing to list quotations for our stock. There is no assurance that an active trading market for our shares will develop, or if developed, that it will be sustained.

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

No underwriter or other person has been engaged to facilitate the sale of shares of common stock in this offering. You should rely only on the information contained in this prospectus and the information we have referred you to. We have not authorized any person to provide you with any information about this offering, Prime Time Travel, Inc. or the shares of our common stock offered hereby that is different from the information included in this prospectus. If anyone provides you with different information, you should not rely on it.

The date of this prospectus is June __, 2011

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TABLE OF CONTENTS

The following table of contents has been designed to help you find information contained in this prospectus. We encourage you to read the entire prospectus.

	Page
PROSPECTUS SUMMARY		5
RISK FACTORS		7
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		16
TAX CONSIDERATIONS		16
USE OF PROCEEDS		16
DETERMINATION OF THE OFFERING PRICE		16
MARKET FOR OUR COMMON STOCK		17
DIVIDEND POLICY		17
DILUTION		17
SELLING STOCKHOLDERS		17
PLAN OF DISTRIBUTION		20
DESCRIPTION OF SECURITIES		22
SHARES ELIGIBLE FOR FUTURE SALE		23
EXPERTS		24
LEGAL REPRESENTATION		24
OUR BUSINESS		24
LEGAL MATTERS		29
MANAGEMENT		30
EXECUTIVE COMPENSATION		31
COMPENSATION OF DIRECTORS		32
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		32
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		32
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION		32
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION		33
WHERE YOU CAN GET MORE INFORMATION		37
FINANCIAL STATEMENTS		F-1

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PROSPECTUS SUMMARY

This summary highlights certain information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including our financial statements and related notes, and especially the risks described under “Risk Factors” beginning on page 7. All references to “we,” “us,” “our,” “Prime Time Travel,” “Company” or similar terms used in this prospectus refer to Prime Time Travel, Inc.  Unless otherwise indicated, the term “fiscal year” refers to our fiscal year ending December 31. Unless otherwise indicated, the term “common stock” refers to shares of our common stock.

Corporate Background and Business Overview

We were incorporated in the state of Delaware on November 23, 2010 for the purpose of creating and managing trips to destination locations for youth sports teams. Our offices are currently located at 809 Heavenly Lane, Cincinnati, OH 45238. Our telephone number is (513)-252-1577. Our “information only” website is http://www.primetimetravelsports.com.  The information that is or will be contained on our website does not form a part of the registration statement of which this prospectus is a part.

We are a development stage company that has not generated any revenue and has had limited operations to date.  From November 23, 2010 (inception) through December 31, 2010, we have incurred net losses of $613. As of December 31, 2010, we had total assets of $ 6,825 and total liabilities of $ 7,432.

We currently offer sports travel packages, primarily basketball, to youth athletes and parents/guardians in the Ohio Valley region including Ohio, Illinois, Indiana, Kentucky and Tennessee. These sports travel packages include all aspects of annual tours, including flights, hotels, local sports competition, meals and ground transportation. Our current tours are to Kona, Hawaii, however, we intend to expand our tours to Europe, Asia and Australia within the next three (3) years.

We can offer no assurance that we will be successful in offering our services. In addition, any number of factors may impact our ability to further develop and expand our services, including our ability to obtain financing if and when necessary; market acceptance of our services; and our ability to gain a sufficient market share.  Our business will fail if we cannot successfully implement our business plan or if we cannot develop or successfully market our products and services.

Summary Financial Information

	As of December 31, 2010
Revenues	$	-
Operating Expenses	$	613
Net Loss	$	(613	)
Total Assets	$	6,825
Total Liabilities	$	7,432
Total Stockholders’ Deficit	$	(607	)

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Summary of the Offering

Shares of common stock being offered by the selling stockholders:	2,000,000 shares of our common stock.
Offering price:	$0.05 per share of common stock.
Number of shares outstanding before the offering:	8,000,000
Number of shares outstanding after the offering, if all the shares are sold:	8,000,000
Market for the common stock:	There is no public market for our common stock. After the effective date of the registration statement of which this prospectus is a part, we intend to seek a market maker to file an application on our behalf to have our common stock quoted on the OTC Bulletin Board. In order for such application to be accepted, we will have to satisfy certain criteria in order for our common stock to be quoted on the OTC Bulletin Board. We currently have no market maker that is willing to list quotations for our common stock. There is no assurance that a trading market will develop, or, if developed, that it will be sustained.
Use of Proceeds:	We will not receive any proceeds from the sale of the common stock by the selling stockholders pursuant to this prospectus. The selling stockholders named herein will receive all proceeds from the sale of the shares of our common stock in this offering. Please see “Selling Stockholders” beginning on page 17.
Risk Factors:	See “Risk Factors” beginning on page 7 and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.
Dividend Policy:	We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future.

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RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and other information in this prospectus before deciding to invest in our common stock. If any of the following risks actually occur, our business, financial condition, results of operations and prospects for growth could be seriously harmed. As a result, the price of our common stock could decline and you could lose all or part of your investment.

Risks Relating to Our Business

As a company in the early stage of development with an unproven business strategy, our limited history of operations makes evaluation of our business and prospects difficult.

We were incorporated on November 23, 2010 and our business is in the development stage.  Our business prospects are difficult to predict because of our limited operating history, early stage of development and unproven business strategy. We will encounter risks and difficulties frequently experienced by early-stage companies in rapidly evolving industries, such as the travel industry. Our business activities during the next 12 months will be focused on the implementation of our business plan. While we intend to focus on developing our e-commerce market in the near future and intend to expand into a number of other sports and to further expand our operations globally, no assurance can be given that we will be successful in implementing our business plan. We may not attain profitable operations and our management may not succeed in realizing our business objectives.

We are uncertain of our ability to function as a going concern and we may not be able to continue our operations in the future.

To date, we can provide no assurance that we will be able to execute our business plan as intended, or that we will be able to generate a sufficient amount of revenue, if any, from our business in order to achieve profitability.  It is not possible at this time for us to predict with assurance the potential success of our business. The revenue and income potential of our proposed business and operations are unknown. If we cannot continue as a viable entity, you may lose some or all of your investment in our common stock.

We may not be able to execute our business plan or stay in business without additional funding.

Our ability to further develop our business, and eventually, our ability to successfully generate operating revenues will depend on our ability to obtain the necessary financing to implement our business plan.  To date, we have raised a total of $40,000 through the sale of shares of our common stock, and believe that such amount is sufficient to fund our operations for the next 12 months, to develop our website and to establish profitable operations. However, we may require additional financing through the issuance of debt and/or equity in order to expand our operations or business plan and such financing, if required, may not be forthcoming.  As has been widely reported, global and domestic financial markets and economic conditions have been, and continue to be, disrupted and volatile due to a variety of factors, including the current weak economic conditions. As a result, the cost of raising money in the debt and equity capital markets has increased substantially, while the availability of funds from those markets has diminished significantly, even more so for smaller companies like ours. If such conditions and constraints continue, we may not be able to acquire additional funds either through credit markets or through equity markets and, even if additional financing is available, it may not be available on terms we find favorable.  At this time, there are no anticipated sources of additional funding in place. Failure to secure additional funding when needed will have an adverse effect on our ability to meet our obligations and remain in business.

We expect to suffer losses in the immediate future.

Since our inception on November 23, 2010, we have incurred net losses of $613 and we expect to continue to incur operating losses in the immediate future. These losses will occur because we do not yet have any revenues to offset the expenses associated with the implementation of our business plan, including the development of our website and business. We cannot guarantee that we will ever become successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations and our business will most likely fail.

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If our estimates related to expenditures are erroneous or inaccurate, our business will fail and you could lose your entire investment.

Our success is dependent in part upon the accuracy of our management’s estimates of expenditures for legal and accounting services, including those we expect to incur as a publicly reporting company, website development, advertisement, and administrative expenses, which management estimates to aggregate approximately $41,550 over the next 12 months. If such estimates are erroneous or inaccurate, or if we encounter unforeseen expenses and delays, we may not be able satisfactorily to execute our business plan, which could result in the failure of our business and a loss of your entire investment.   

We are in a competitive market and our inability to compete could impact our ability to gain a market share, which could adversely affect our financial performance.

The travel industry is intensely competitive. We compete with more established companies engaged in the travel industry that have operated in the industry for a substantially longer period than us.  While these companies currently do not specifically target youth sports participants directly, these companies have greater financial resources than us and have the monetary capability to directly compete with us, if they so choose, by providing similar services as those currently offered by us.  If we are unable to distinguish ourselves from such competitors, we may be unable to successfully compete, and accordingly, our business and financial performance will be adversely affected. In addition, we face significant competition from other distributors of travel products, including: (i) local, regional, national and international traditional travel agencies; and (ii) consolidators and wholesalers of airline tickets, lodging and other travel products, including Cheaptickets.com, Priceline.com, Hotwire, Expedia.com, Hotels.com and TravelWeb.

If the market for sports travel contracts or does not continue to evolve, our financial condition and results of operations may suffer.

We believe that the market for sports-related travel is developing. As is typical for any evolving market, demand and market acceptance are subject to a high level of uncertainty and risk. It is also difficult to predict the market’s future growth rate, if any. If the market for sports travel contracts or does not continue to develop or if our business does not achieve or sustain market acceptance, our results of operations and financial condition could be materially and adversely affected.

If we lose the services of any of our suppliers, we may not be able to obtain alternative sources in a timely manner, which could harm our customer relations and adversely affect our overall revenues.

If any of our suppliers cease doing business with us, we may not be able to obtain alternative sources in a timely or cost-effective manner. Due to the amount of time that it takes to qualify suppliers, we could experience delays in providing our services if we are required to find alternative suppliers. Any problems that we may encounter with the delivery, quality or cost of our services could damage our customer relationships and materially and adversely affect our business, financial condition or results of operations.

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If we are unable to hire the additional personnel needed to properly establish our business, our growth prospects will be impaired and our operations will suffer.

Our business requires that certain key positions in our company be filled and our overall success depends on our ability to attract, develop and retain highly skilled personnel to fill these positions.  As a new company with very limited operating history, we may have difficulty in hiring the personnel required by us.  If we are unable to fill those key positions or if we fail to hire and retain the necessary personnel, our business will suffer and you may lose your entire investment.

We need to retain key personnel to support our product, service and ongoing operations.

The development and the marketing of our product and service will continue to place a significant strain on our limited personnel, management, and other resources. Our future success depends upon the continued service of Andrew Listerman, our President and Chairman of the Board. The loss of Mr. Listerman’s services could negatively impact our ability to develop and sell our product and services, which could adversely affect our financial results and impair our operations.

Interruptions in service from third parties could impair the quality of our service.

We rely on third-party service providers and third-party computer systems, including the computerized central reservation systems of the airline, lodging and car rental industries to make airline ticket, lodging and car rental reservations, and credit card verifications and confirmations. Other third parties provide, for instance, our data center, telecommunications access lines and significant computer systems and software licensing, support and maintenance services. Any interruption in these, or other, third-party services or deterioration in their performance could impair the quality of our service. We cannot be certain of the financial viability of all of the third parties on which we rely. For instance, we work with many vendors in the telecommunications industry and that industry is currently experiencing a severe economic downturn. If our arrangements with any of these third parties is terminated or if they were to cease operations, we might not be able to find an alternate provider on a timely basis or on reasonable terms, which could hurt our business.

We attempt to negotiate favorable pricing, service and confidentiality in our contracts with our service providers. These contracts usually have multi-year terms. However, there is no guarantee that these contracts will not terminate and that we will be able to negotiate successor agreements or agreements with alternate service providers on competitive terms. Further, the existing agreements may bind us for a period of time to terms and technology that become obsolete as our industry and our competitors advance their own operations and contracts.

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

Our business strategy depends on increasing the overall number of consumer transactions in a cost-effective manner. In order to increase the number of consumer transactions, we must attract more visitors to our website and convert a larger number of these visitors into paying customers. We seek to identify new opportunities for future sales including online and social networking to expand the reach of our network. In addition, we will direct e-mail messages to high school and middle school coaches in our region and summer youth camps that we have a long-standing relationship with. Relative to our primary competitors, we believe that the Prime Time Travel brand has not established equally broad recognition. As a result, it may be necessary to spend substantial amounts on marketing and advertising to enhance our brand recognition and attract new customers to our website, and to successfully convert these new visitors into paying customers. We cannot assure you that our marketing and advertising efforts will be effective in attracting new customers. If we fail to attract customers and increase our overall number of consumer transactions in a cost-effective manner, our ability to grow and become profitable may be impaired.

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Our product features may infringe on claims of third-party patents or other intellectual property rights, which could adversely affect our business.

We cannot assure you that others will not obtain and assert patents or other intellectual property rights against us affecting essential elements of our business. If intellectual property rights are asserted against us, we cannot assure you that we will be able to obtain license rights on reasonable terms or at all. If we are unable to obtain licenses, we may be prevented from operating our business and our financial results may therefore be harmed.

We are vulnerable to fluctuations in fuel costs.

Fuel prices and availability are subject to economic and political factors which are beyond our control. Increases in fuel costs usually lead to increases in prices for trips and to reduced demand for travel. In response to the rising fuel prices, airlines may need to impose fuel surcharges on short, medium and long-haul flights, which could impact the overall prices for our trips and reduce demand for our travel products and services.

Risks Relating to Our Industry

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

Our business is affected by the health of the travel industry. Travel is sensitive to safety concerns, and thus declines after incidents of terrorism that affect the safety of travelers. 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 the cancellation of a significant number of travel bookings and a decrease in new travel bookings, which reduced  revenues for several of our competitors. The long-term effects of these events could include, among other things, a protracted decrease in demand for air travel due to fears regarding additional acts of terrorism, military responses to acts of terrorism and increased costs and reduced operations by airlines due, in part, to new security directives adopted by the Federal Aviation Administration or FAA. These effects, depending on their scope and duration, could significantly impact our long-term results of operations or financial condition.

In addition, travel expenditures are sensitive to business and personal discretionary spending levels.

Travel expenditures are sensitive to business and personal discretionary spending levels and tend to decline during general economic downturns (such as that which occurred in 2009), which could also reduce our revenues.

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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;

·   increased occurrence of travel-related accidents;

·   bankruptcies of travel suppliers and vendors; and

·   bad weather.

All of the above trends and events may adversely affect our business, results of operation, prospects and financial conditions of the business and hinder our ability to become profitable.

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

It is anticipated that our business will experience seasonal fluctuations, reflecting seasonal trends for the products offered by us, 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. 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.

The success of our business depends on continued growth of online travel commerce.

Our sales and revenues will not grow as we plan if consumers do not purchase significantly more travel products online than they currently do and 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 have traditionally relied on 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 the number of consumers who use the Internet to purchase travel products increasing significantly.

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Our business also depends on school spending programs relating to sports-related events.

Our sales and revenues also depend on school-spending programs. Many school district officials, including those in the Ohio region, are considering reducing or eliminating funding for schools. If such schools decide to reduce or exclude sports-related events, our business, financial condition or results of operations could be adversely affected.

Our business is exposed to risks associated with online commerce security and credit card fraud.

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, 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. Furthermore, 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, while we currently do not have the ability to accept credit card payments online, we do intend to make such payment option available to our customers in the future and at that time, we will bear financial risk from reservations placed with fraudulent credit card data. Although we intend to implement 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 any anti-fraud measures we make will be sufficient to prevent material financial loss.

Relating to Regulatory Changes

We are subject to legal restrictions on our marketing practices and could become subject to additional restrictions on our marketing practices that could reduce the volume of our sales, which, in turn, could adversely affect our business, operations and financial condition.

Theenactment of new legislation or regulations or amendment of existing legislation or regulations relating to marketing activities may make it more difficult for us to sell our products. For example, the federal “do not call” legislation has adversely affected our ability to market our products using telephone solicitation by limiting who we may call and increasing our costs of compliance.  Additional laws or regulations limiting our ability to market through direct mail, over the telephone or through internet and e-mail advertising may make it difficult to identify potential customers, which could increase our marketing costs.  Both increases in marketing costs and additional restrictions on our ability to market effectively could reduce our revenues and could have an adverse effect on our business, operations and financial condition.

Evolving government regulation could impose taxes or other burdens on our business, which could increase our costs or decrease demand for our products.

We must comply with laws and regulations applicable to online commerce. Increased regulation of the Internet or different applications of existing laws might slow the growth in the use of the Internet and commercial online services, which could decrease demand for our products, increase the cost of doing business or otherwise reduce our sales and revenues. The statutes and case law governing online commerce are still evolving, and new laws, regulations or judicial decisions may impose on us additional risks and costs of operations. In addition, new regulations, domestic or international, regarding the privacy of our users' personally identifiable information may impose on us additional costs and operational constraints.

Risks Relating to Our Common Stock

There is currently no public market for our securities, and there can be no assurance that any public market will develop or that our common stock will be quoted for trading.

There is no public market for our securities and there can be no assurance that an active trading market for the securities offered herein will develop after this offering by the selling stockholders, or, if developed, be sustained. After the effective date of the registration statement of which this prospectus forms a part, we intend to try to identify a market maker to file an application with the Financial Industry Regulatory Authority (“FINRA”) to have our common stock quoted on the OTC Bulletin Board.  We will have to satisfy certain criteria in order for our application to be accepted.  We do not currently have a market maker that is willing to participate in this application process, and even if we identify a market maker, there can be no assurance as to whether we will meet the requisite criteria or that our market maker’s application will be accepted. Our common stock may never be quoted on the OTC Bulletin Board, or, even if quoted, a public market may not materialize.

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If our securities are not eligible for initial quotation, or if quoted, are not eligible for continued quotation on the OTC Bulletin Board or a public trading market does not develop, purchasers of the shares of common stock may have difficulty selling or be become unable to sell their securities should they desire to do so, rendering their shares effectively worthless and resulting in a complete loss of their investment.

Because we will be subject to “penny stock” rules if our shares are quoted on the OTC Bulletin Board, the level of trading activity in our stock may be reduced.

Broker-dealer practices in connection with transactions in “penny stocks” are regulated by penny stock rules adopted by the Securities and Exchange Commission (the “SEC”).  Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges).  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must 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. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules. If a trading market does develop for our common stock, these regulations will likely be applicable, and investors in our common stock may find it difficult to sell their shares.

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

FINRA rules require that, a stockbroker, in recommending an investment to a customer, have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low-priced securities to their non-institutional customers, stockbrokers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative, low-priced securities will not be suitable for certain customers. FINRA requirements will likely make it more difficult for brokers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity in our common stock. As a result, fewer brokers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares of our common stock.

State securities laws may limit secondary trading, which may restrict the states in which you can sell the shares offered by this prospectus.

If you purchase shares of our common stock sold pursuant to this offering, you may not be able to resell the shares in a certain state unless and until the shares of our common stock are qualified for secondary trading under the applicable securities laws of such state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. There can be no assurance that we will be successful in registering or qualifying our common stock for secondary trading, or identifying an available exemption for secondary trading in our common stock in every state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of our common stock in any particular state, the shares of common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the market for the common stock will be limited which could drive down the market price of our common stock and reduce the liquidity of the shares of our common stock and a stockholder’s ability to resell shares of our common stock at all or at current market prices, which could increase a stockholder’s risk of losing some or all of his investment.

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If quoted, the price of our common stock may be volatile, which may substantially increase the risk that you may not be able to sell your shares at or above the price that you may pay for the shares.

Even if our shares are quoted for trading on the OTC Bulletin Board following this offering and a public market develops for our common stock, the market price of our common stock may be volatile. It may fluctuate significantly in response to the following factors:

·   variations in quarterly operating results;

·   our announcements regarding the achievement of milestones;

·   additions or departures of key personnel;

·   sales of common stock or termination of stock transfer restrictions;

·   changes in financial estimates by securities analysts, if any; and

·   fluctuations in stock market price and volume.

Your inability to sell your shares during a decline in the price of our stock may increase losses that you may suffer as a result of your investment.

Our President and Chairman of the Board beneficially owns a significant portion of our stock, and accordingly, may have control over stockholder matters, our business and management.

As of May 31, 2011 our President and Chairman of the Board, Andrew M. Listerman, beneficially owned 6,000,000 shares of our common stock, or approximately 75% of our issued and outstanding common stock. As a result, Mr. Listerman will have significant influence to:

·   elect or defeat the election of our directors;

·   amend or prevent amendment of our Certificate of Incorporation or bylaws;

·   effect or prevent a merger, sale of assets or other corporate transaction; and

·   affect the outcome of any other matter submitted to the stockholders for vote.

Moreover, because of the significant ownership position held by Mr. Listerman, new investors may not be able to effect a change in our business or management, and therefore, stockholders would have no recourse as a result of decisions made by management and the majority stockholders.

In addition, sales of significant amounts of shares held by Mr. Listerman, or the prospect of these sales, could adversely affect the market price of our common stock. Mr. Listerman’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

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We arbitrarily determined the price of the shares of our common stock to be resold by the selling stockholders pursuant to this prospectus, and such price may not reflect the actual market price for the securities.

The initial offering price of $0.05 per share of common stock offered by the selling stockholders pursuant to this prospectus was determined by us arbitrarily. The price is not based on our financial condition and prospects, market prices of similar securities of comparable publicly traded companies, certain financial and operating information of companies engaged in similar activities to ours, or general conditions of the securities market. The price may not be indicative of the market price, if any, for the common stock that may develop in the trading market after this offering. The market price of the securities offered herein, if any, may decline below the initial public price at which our stock is quoted. Moreover, recently the stock markets have experienced extreme price and volume fluctuations which have disproportionately had a negative effect impact on smaller companies. In the past, securities class action litigation has often been instituted against various companies following periods of volatility in the market price of their securities. If instituted against us, regardless of the outcome, such litigation would result in substantial costs and a diversion of management’s attention and resources, which would increase our operating expenses and affect our financial condition and business operations.

Because we do not intend to pay any dividends on our common stock, holders of our common stock must rely on stock appreciation for any return on their investment.

We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future. Accordingly, holders of our common stock will have to rely on stock appreciation, if any, to earn a return on their investment in our common stock.

Additional issuances of our securities may result in immediate dilution to existing stockholders.

We are authorized to issue up to 95,000,000 shares of common stock, $0.000001 par value per share, of which 8,000,000 shares of common stock are currently issued and outstanding, and 5,000,000 shares of blank check preferred stock, par value $0.000001, of which none are issued and outstanding.  Our Board of Directors has the authority to cause us to issue additional shares of common stock, and to determine the rights, preferences and privileges of our preferred stock, without consent of any of our stockholders. We may issue either common or preferred stock in connection with financing arrangements or otherwise. Any such issuances will result in immediate dilution to our existing stockholders’ interests, which will negatively affect the value of your shares.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements and information relating to our business that are based on our beliefs as well as assumptions made by us or based upon information currently available to us. These statements reflect our current views and assumptions with respect to future events and are subject to risks and uncertainties. Forward-looking statements are often identified by words like: “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project” and similar expressions or words which, by their nature, refer to future events. In some cases, you can also identify forward-looking statements by terminology such as “may,” “will,” “should,” “plans,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled Risk Factors beginning on page 7, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In addition, you are directed to factors discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operation” section beginning on page 33, and the section entitled “Our Business” beginning on page 24, as well as those discussed elsewhere in this prospectus.

These forward-looking statements speak only as of the date of this prospectus. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or achievements. Except as required by applicable law, including the securities laws of the United States, we expressly disclaim any obligation or undertaking to disseminate any update or revisions of any of the forward-looking statements to reflect any change in our expectations with regard thereto or to conform these statements to actual results.

TAX CONSIDERATIONS

We are not providing any tax advice as to the acquisition, holding or disposition of the securities offered herein. In making an investment decision, investors are strongly encouraged to consult their own tax advisor to determine the U.S. federal, state and any applicable foreign tax consequences relating to their investment in our securities.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling stockholders.

DETERMINATION OF THE OFFERING PRICE

There is no established public market for our shares of common stock. The offering price of $0.05 per share was determined by us arbitrarily. We believe that this price reflects the appropriate price that a potential investor would be willing to invest in our common stock at this initial stage of our development. This price bears no relationship whatsoever to our business plan, the price paid for our shares by our founder, our assets, earnings, book value or any other criteria of value. The offering price should not be regarded as an indicator of the market price, if any, of the common stock that may develop in the trading market after this offering, which is likely to fluctuate.

See “Plan of Distribution” beginning at page 20 for additional information.

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MARKET FOR OUR COMMON STOCK

Market Information

There is no established public market for our common stock.

After the effective date of the registration statement of which this prospectus forms a part, we intend to try to identify a market maker to file an application with the Financial Industry Regulatory Authority, Inc., or FINRA, to have our common stock quoted on the OTC Bulletin Board. We will have to satisfy certain criteria in order for our application to be accepted. We do not currently have a market maker that is willing to participate in this application process, and even if we identify a market maker, there can be no assurance as to whether we will meet the requisite criteria or that our application will be accepted. Our common stock may never be quoted on the OTC Bulletin Board, or, even if quoted, a liquid or viable market may not materialize. There can be no assurance that an active trading market for our common stock will develop, or, if developed, that it will be sustained.

We have issued 8,000,000 shares of our common stock since our inception on November 23, 2010. There are no outstanding options or warrants or securities that are convertible into shares of common stock.

Holders

We had 34 holders of record of our common stock as of May 31, 2011.

Securities Authorized for Issuance under Equity Compensation Plans

We have not established any compensation plans under which equity securities are authorized for issuance.

DIVIDEND POLICY

We have not paid any dividends since our inception and do not anticipate the payment of dividends in the foreseeable future. At present, our policy is to retain earnings, if any, to develop and market our business. The payment of dividends in the future will depend upon, among other factors, our earnings, capital requirements, and operating financial conditions.

DILUTION

The shares of common stock to be sold by the selling stockholders are shares that are currently issued and outstanding. Accordingly, there will be no dilution to our existing stockholders as a result of the offering by the selling stockholders pursuant to this prospectus.

SELLING STOCKHOLDERS

The selling stockholders named in this prospectus are offering 2,000,000 shares of common stock offered through this prospectus. The selling stockholders acquired their securities between March 2011 to April 2011, through a private placement of our common stock effected pursuant to Regulation D and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”), thus exempting such offering from the registration requirements of the Securities Act.

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The following table provides as of May 31, 2011, information regarding the beneficial ownership of our common stock held by the selling stockholders, including:

1. The number and percentage of shares beneficially owned prior to this offering;

2. The total number of shares to be offered hereby; and

3. The total number and percentage of shares that will be beneficially owned upon completion of this offering.

All expenses incurred with respect to the registration of the offering by the selling stockholders of these shares of common stock (other than transfer taxes) will be borne by us, but we will not be obligated to pay any underwriting fees, discounts, commissions or other expenses incurred by the selling stockholders in connection with the sale of such shares.

The common stock beneficially owned have been determined in accordance with rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. The information in the table below is current as of the date of this prospectus. All information contained in the table below is based upon information provided to us by the selling stockholders and we have not independently verified this information. The selling stockholders are not making any representation that any common stock covered by this prospectus will be offered for sale. The selling stockholders may from time to time offer and sell pursuant to this prospectus any or all of the common stock covered hereby.

For purposes of this table, beneficial ownership is determined in accordance with the SEC rules, and includes investment power with respect to common stock and common stock owned pursuant to warrants or options exercisable within 60 days, if applicable. Except as indicated below, the selling stockholders are not the beneficial owner of any additional shares of common stock or other equity securities issued by us or any securities convertible into, or exercisable or exchangeable for, our equity securities.

We may require the selling stockholders to suspend the sales of the common stock offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in these documents in order to make statements in those documents not misleading.

None of the selling stockholders:

(i) has had a material relationship with us or any of our affiliates other than as a stockholder at any time within the past three years;

(ii) served as one of our officers or directors; nor

(iii) is a registered broker-dealer or an affiliate of a broker-dealer.

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Name of Selling Stockholder	Beneficial Ownership Prior to this Offering(1)		Number of Shares Being Offered	Beneficial Ownership After Offering
	Number of Shares	Percent(2)		Number of Shares	Percent(2)
Mario Saab	37,500	0.47%	37,500	0	0.0%
Kiera Nunn	25,000	0.31%	25,000	0	0.0%
Joseph Adams	50,000	0.63%	50,000	0	0.0%
Thomas Cooley	37,500	0.47%	37,500	0	0.0%
Sarah Murrant	37,500	0.47%	37,500	0	0.0%
Evan White	50,000	0.63%	50,000	0	0.0%
Alfred Seaman	50,000	0.63%	50,000	0	0.0%
Oliver Brown	37,500	0.47%	37,500	0	0.0%
Sarah Adams	25,000	0.31%	25,000	0	0.0%
Michael Coolican	50,000	0.63%	50,000	0	0.0%
Michael Quackenbush	50,000	0.63%	50,000	0	0.0%
Justin Rushdi	37,500	0.47%	37,500	0	0.0%
Jocelyn McIsaac	25,000	0.31%	25,000	0	0.0%
Adam Secord	25,000	0.31%	25,000	0	0.0%
Catherine Corne	75,000	0.94%	75,000	0	0.0%
Robert Todd	375,000	4.69%	375,000	0	0.0%
Scott Mitmesser	25,000	0.31%	25,000	0	0.0%
Jack Ebel	25,000	0.31%	25,000	0	0.0%
Carrie Valentine	25,000	0.31%	25,000	0	0.0%
Josh Richardson	25,000	0.31%	25,000	0	0.0%
David Sharp	25,000	0.31%	25,000	0	0.0%
Harold Rodus	25,000	0.31%	25,000	0	0.0%
Doug Rhodus	25,000	0.31%	25,000	0	0.0%
Randall Logsdon	25,000	0.31%	25,000	0	0.0%
James Knight	25,000	0.31%	25,000	0	0.0%
Lisa Mudd	25,000	0.31%	25,000	0	0.0%
Todd Mitmesser	25,000	0.31%	25,000	0	0.0%
Phillip T. Wilson	25,000	0.31%	25,000	0	0.0%
Don Lane	50,000	0.63%	50,000	0	0.0%
Kevin Kruer	25,000	0.31%	25,000	0	0.0%
Bethany Todd	325,000	4.06%	325,000	0	0.0%
Henry Ray	25,000	0.31%	25,000	0	0.0%
Matthew Wagner	287,500	3.59%	287,500	0	0.0%
TOTAL	2,000,000	24,99%	2,000,000	0	0.0%

___________

* Represents less than 1%

(1) The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares, unless otherwise shown in the table.  The numbers in this table assume that the selling stockholders will not sell shares of common stock not being offered pursuant to this prospectus or purchase additional shares of common stock, and assumes that all shares offered are sold.

(2) Applicable percentage of ownership is based on 8,000,000 shares of common stock outstanding as of May 31, 2011.

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PLAN OF DISTRIBUTION

This prospectus relates to the registration of 2,000,000 shares of our common stock on behalf of the selling stockholders named herein.

Each selling stockholder may sell some or all of his, her or its common stock at a fixed price of $0.05 per share until our common stock is quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. Sales by the selling stockholders must be made at the fixed price of $0.05 until a market develops for our common stock.

The common stock may be sold or distributed from time to time by the selling stockholders or by pledgees, donees or transferees of, or successors in interest to, the selling stockholders, directly to one or more purchasers (including pledgees) or through brokers or dealers who act solely as agents. The distribution of the shares may be effected in one or more of the following methods:

·   ordinary broker transactions, which may include long or short sales;

·   transactions involving cross or block trades on any securities or market where our common stock is trading;

·   purchases by brokers or dealers as principal and resale by such purchasers for their own accounts pursuant to this prospectus;

·   an exchange distribution in accordance with the rules of the applicable exchange;

·   ordinary brokerage transactions and transactions in which the broker solicits purchasers;

·   privately negotiated transactions;

·   at the market to or through market makers or into an existing market for the shares;

·   through transactions in options, swaps or other derivatives (whether exchange listed or otherwise);

·   in other ways not involving market makers or established trading markets, including direct sales to purchasers or sales effected through agents; or

·   any combination of the foregoing.

The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus.

Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any broker, dealer or agent relating to the sale or distribution of the shares. We do not anticipate that either our selling stockholders or we will engage an underwriter in the selling or distribution of our shares.

We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $25,000.

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The selling stockholders named in this prospectus must comply with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in their offer and sale of their shares of common stock. The selling stockholders and any broker-dealers who execute sales for the selling stockholders may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In particular, during such times as the selling stockholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be underwriters, they must comply with applicable laws and may among other things:

1.   Not engage in any stabilization activities in connection with our common stock;

2.   Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus from time to time, as may be required by such broker or dealer, and

3.   Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities permitted under the Exchange Act.

Any commissions received by broker-dealers and any profit on the resale of shares sold by them while acting as principals might be deemed to be underwriting discounts or commissions under the Securities Act.

State Securities - Blue Sky Laws

Transfer of our common stock may be restricted under the securities regulations or laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the Blue Sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state Blue Sky-law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Accordingly, investors may not be able to liquidate their investments and should be prepared to hold the shares of our common stock for an indefinite period of time.

Regulation M

We have informed the selling stockholders that Regulation M promulgated under the Exchange Act may be applicable to them with respect to any purchase or sale of our common stock. In general, Rule 102 under Regulation M prohibits any person connected with a distribution of our common stock from directly or indirectly bidding for, or purchasing for any account in which it has a beneficial interest, any of the shares or any right to purchase the shares, for a period of one business day before and after completion of its participation in the distribution.

During any distribution period, Regulation M prohibits the selling stockholders and any other persons engaged in the distribution from engaging in any stabilizing bid or purchasing our common stock except for the purpose of preventing or retarding a decline in the open market price of the common stock. None of these persons may effect any stabilizing transaction to facilitate any offering at the market. As the selling stockholders will be offering and selling our common stock at the market, Regulation M will prohibit them from effecting any stabilizing transaction in contravention of Regulation M with respect to the shares.

We also have advised the selling stockholders that they should be aware that the anti-manipulation provisions of Regulation M under the Exchange Act will apply to purchases and sales of shares of common stock by the selling stockholders, and that there are restrictions on market-making activities by persons engaged in the distribution of the shares. Under Regulation M, the selling stockholders or their agents may not bid for, purchase, or attempt to induce any person to bid for or purchase, shares of our common stock while such selling stockholders are distributing shares covered by this prospectus. Regulation M may prohibit the selling stockholders from covering short sales by purchasing shares while the distribution is taking place, despite any contractual rights to do so. We have advised the selling stockholders that they should consult with their own legal counsel to ensure compliance with Regulation M.

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DESCRIPTION OF SECURITIES

Common Stock

Our authorized capital stock consists of 95,000,000 shares of common stock, par value $0.000001 per share.

The holders of our common stock:

·   Have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors;

·   Are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

·   Do not have pre-emptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

·   Are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

The shares of common stock are not subject to any future call or assessment and all have equal voting rights. There are no special rights or restrictions of any nature attached to any of the common shares and they all rank at equal rate or pari passu, each with the other, as to all benefits, which might accrue to the holders of the common shares. All registered stockholders are entitled to receive a notice of any general annual meeting to be convened by our Board of Directors.

At any general meeting, subject to the restrictions on joint registered owners of common shares, on a showing of hands every stockholder who is present in person and entitled to vote has one vote, and on a poll every stockholder has one vote for each share of common stock of which he is the registered owner and may exercise such vote either in person or by proxy. To the knowledge of our management, at the date hereof, our officer and directors are the only persons to exercise control, directly or indirectly, over more than 10% of our outstanding common shares. See “Security Ownership of Certain Beneficial Owners and Management.”

We refer you to our Certificate of Incorporation and Bylaws, copies of which were filed with the registration statement of which this prospectus is a part, and to the applicable statutes of the State of Delaware for a more complete description of the rights and liabilities of holders of our securities.

As of May 31, 2011, there were 8,000,000 shares of our common stock issued and outstanding.

Options, Warrants and Rights

There are no outstanding options, warrants, or similar rights to purchase any of our securities.

Preferred Stock

We are authorized to issue 5,000,000 shares of blank check preferred stock, par value $0.000001. As of May 31, 2011 there were no preferred shares issued and outstanding. Preferred stock may be issued from time to time in one or more series, each of such series to consist of such number of shares and to have such terms, rights, powers and preferences, and the qualifications and limitations as shall be stated and expressed in the resolution or resolutions providing for the issue of such series adopted by our Board of Directors, subject to the limitations prescribed by law and in accordance with the provisions of our Certificate of Incorporation.

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Non-cumulative Voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

Cash Dividends

As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, into our business.

Transfer Agent

The transfer agent and registrar for our common stock is Action Stock Transfer. Their telephone number is (801) 274-1088. The transfer agent is responsible for all record keeping and administrative functions in connection with our issued and outstanding common stock.

SHARES ELIGIBLE FOR FUTURE SALE

There is no public market for our common stock. We cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock. Sales of substantial amounts of our common stock in the public market could adversely affect the market prices of our common stock and could impair our future ability to raise capital through the sale of our equity securities.

We currently have outstanding an aggregate of 8,000,000 shares of our common stock. Of these shares, upon effectiveness of the registration statement of which this prospectus forms a part, the 2,000,000 shares covered hereby will be freely transferable without restriction or further registration under the Securities Act.

The remaining 6,000,000 restricted shares of common stock to be outstanding are owned by our officer and directors, known as our “affiliates,” and may not be resold in the public market except in compliance with the registration requirements of the Securities Act under an exemption from registration under Rule 144 under the Securities Act or in compliance with Rule 144 as promulgated under the Securities Act.

Rule 144

In general, under Rule 144 as currently in effect, a person who is not one of our affiliates and who is not deemed to have been one of our affiliates at any time during the three months preceding a sale and who has beneficially owned shares of our common stock that are deemed restricted securities for at least six months would be entitled after such six-month holding period to sell the common stock held by such person, subject to the continued availability of current public information about us (which current public information requirement is eliminated after a one-year holding period).

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A person who is one of our affiliates, or has been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned shares of our common stock that are deemed restricted securities for at least six months would be entitled after such six-month holding period to sell his or her securities, provided that he or she sells an amount that does not exceed 1% of the number of shares of our common stock then outstanding (or, if our common stock is listed on a national securities exchange, the average weekly trading volume of the shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale), subject to the continued availability of current public information about us, compliance with certain manner of sale provisions, and the filing of a Form 144 notice of sale if the sale is for an amount in excess of 5,000 shares or for an aggregate sale price of more than $50,000 in a three-month period.

Rule 144 is not available for resales of restricted securities of shell companies or former shell companies until one year elapses from the time that such company is no longer considered a shell company.

EXPERTS

The financial statements included in this prospectus, and in the registration statement of which this prospectus is a part, have been audited by Li & Company, PCan independent registered public accounting firm, to the extent and for the period set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the us, nor was any such person connected with us as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

LEGAL REPRESENTATION

The validity of the issuance of the common stock offered hereby will be passed upon for us by Gersten Savage LLP 600, Lexington Avenue, New York, New York 10022, included in the opinion letter filed as an exhibit to the registration statement of which this prospectus forms a part.

OUR BUSINESS

OVERVIEW

We were incorporated in the state of Delaware on November 23, 2010 for the purpose of creating and managing trips to destination locations for youth sports teams.

Our offices are currently located at 809 Heavenly Lane, Cincinnati, OH 45238. Our telephone number is 513-252-1577. Our website is http://www.primetimetravelsports.com which contains basic information. The information that is or will be contained on our website does not form a part of the registration statement of which this prospectus is a part.

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OUR INDUSTRY

The travel industry is among the largest industries in the U.S., with total annual bookings of approximately $704.4 billion in 2009 according to the U.S. Travel Association.  Air transportation, lodging and car rentals account for a majority of these travel expenditures, representing approximately 51%, 32% and 8%,  respectively, of total travel bookings in 2009. Our industry is comprised of large national chains such as Expedia.com, Orbitz.com, Hotels.com, as well as smaller companies, including those which focus on providing and managing trips for youth sports teams, such as Basketball Travelers, Inc., Travel International Sports, Proball Tours, Sports Authority WYBT and Costa Rica Sports Tours. The American Society of Travel Agents (“ASTA”), one of the largest associations of travel professionals, reports 25,000 members in 135 countries, most of whom are small businesses. The ASTA website (http://www.asta.org) provides insight as to what is transpiring in the travel industry.

The sale of travel products online is rapidly gaining consumer acceptance. Travel is the largest consumer spending category on the Internet with over $115 billion in gross travel bookings in 2009, according to Forrester Research. Consumers purchase travel products over the Internet because it provides a convenient and efficient way to compare and book travel options. In addition, delivery and confirmation of the travel product purchased can be made almost instantaneously through an e-mail sent to the consumer. The Internet also permits suppliers to employ targeted marketing strategies in order to optimize bookings and revenues.

DESCRIPTION OF BUSINESS AND PRODUCTS OFFERED

We are engaged in the business of creating and managing trips to destination locations for youth sports teams. Our objective is to become profitable as a leading internationally recognized provider of youth sports travel products, by leveraging innovative technology and strong supplier relationships to present the broadest selection of low fares and rates and providing a superior customer experience.

We organize all aspects of the annual tours including flights, hotels, meals, ground transportation and local competition. Our current offers include services primarily in relation to basketball teams; however, our ultimate objective is to branch out with additional sports and include foreign teams at U.S. tournaments.

While previous destinations have included overseas tours to Europe and Kona Hawaii, we intend to expand globally to other countries in Europe, Asia and Australia.

As part of our business plan, we plan on establishing long term relationships with providers of travel-related products and services. We are evaluating a few airlines that will serve as our primary ticket providers. Our ultimate decision on which airline(s) to affiliate will be based on several factors, the most critical one being  a flexible  change/cancellation policy on tickets that may be  held by us or our clients. Other factors such as schedules to popular destinations among our clientele or likely clientele as well as pricing will also be important considerations in selecting our airline partner(s). We also plan to establish long-standing relationships with hotel partners in order to enable us to receive competitive rates.

In addition, we plan to increase our sales and customer base by cost-effectively acquiring new customers and increasing our market share in the sports travel industry.  Our current expectation is that sales will primarily be driven by affiliations with individual schools as they generate greater participation for our tours through friends of individuals who have used our tour packages, teammates of individuals who have used our tour packages in other instances, and similar expansion through network marketing and word of mouth.  The strategy for our on-line component is to generate greater awareness for our tours through our website and also to create a greater ease of registration and payment for our participants. 

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Pricing

Our pricing strategy will be determined by market standards and compete with the existing service providers. We will attempt to maintain margins of 10% on airline travel and of anywhere between 10% and 20% on all other products and services, such as hotel and land transportation services.

PRODUCT DEVELOPMENT TIMELINE

During the next 12-month period, we will focus on business development and executing the initial stage of our marketing effort. We will also be further developing our “information only” website. We will seek to increase our customer base by cost-effectively acquiring new customers and increasing our market share in the rapidly growing online travel industry.

In the third quarter of 2011, we will continue to focus on marketing the 2011-2012 academic school/sports season tour (“2011 Tour”). We expect that the projected marketing costs will be approximately $750.00.

In the fourth quarter of 2011, we will seek to attract additional participants to the 2011 Tour. We expect that the projected marketing costs will be approximately $500.00.

The initial focus immediately following the 2011 tour will be to expose potential future participants to the benefits of the tours. We will post photos, videos and testimonials from the 2011 Trip online on our website and implement a digital campaign through email and other online social networks to reach as many potential customers as possible.  We will explore the feasibility of offering an “early bird” special for the 2012 tour during the third quarter of 2011. During the fourth quarter of 2011, we will utilize our wide network of contacts in the high school coaching ranks to publicize the 2012 tour with advertising in season programs at schools throughout the region and at holiday tournaments held in December and January. We will also continue to promote our online component with e-blasts and continued promotion of our webpage through all promotional avenues.

In the first quarter of 2012, we will begin to finalize the development of our online presence and expand our marketing initiatives. We expect that the projected marketing costs will be approximately $500.00 and the projected costs associated with our online component will be approximately $1,150.

In the second quarter of 2012, we will seek to launch our new website and fully activate our marketing plan heading into 2012. We expect that the projected marketing costs will be approximately $1,000 and the projected costs associated with our online component will be approximately $800.00.

We can offer no assurance that we will be successful in developing and offering our services.  Any number of factors may impact our ability to develop our products and services, including our ability to obtain financing if and when necessary; the availability of skilled personnel; market acceptance of our services, if they are developed; and our ability to gain market share.  Our business will fail if we cannot successfully implement our business plan or if we cannot develop or successfully market our products and services.

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COMPETITION AND COMPETITIVE STRATEGY

The travel market is rapidly evolving and intensely competitive, and we expect competition to increase. We compete with a variety of companies with respect to the products that we offer, including: (i) other online travel companies such as Travelocity.com, Expedia.com, Trip.com etc.; (ii) consolidators and wholesalers of airline tickets and other travel products, including shopping clubs and online consolidators such as Cheaptickets.com, Hotwire, priceline.com, Hotels.com and TravelWeb; (iii) local, regional, national and international traditional travel agencies; and (iv) operators of global distribution systems (“GDS”), which control the computer systems through which travel reservations historically have been booked.

We compete on the basis of ease of use, customer satisfaction, price, availability of product type or rate, service, amount and accessibility of information and breadth of products offered. As the demand for online travel products grows, we believe that the range of companies involved in the online travel products industry, including traditional travel agencies, travel industry information providers, online portals and e-commerce providers, will increase their efforts to develop products that compete with our website. Many travel suppliers, such as airlines, lodging, car rental companies and cruise operators, also offer and distribute travel products, including products from other travel suppliers, directly to the consumer through their own websites. We believe that our comprehensive service offerings, innovative technology and focused customer support will continue to help us compete effectively in the travel products market for youth sports teams. However, we cannot assure you that our online operations will continue to compete successfully with any current or future competitors.

Prime Time Travel plans to separate itself from its competition by targeting youth sports participants directly and creating unique competition tours. We will utilize a wide network of contacts within the youth sports community, including high school and middle school coaches, to directly target potential customers.

While we believe that we are the only youth sports tour company in our region, we intend to differentiate ourselves from other similar companies throughout the country (such as Travel International Sports, Basketball Travelers, Proball Tours, Sports Authority WYBT and Costa Rica Sports Tours), by offering a more personalized service. We place great emphasis on testimonials from former participants as a demonstration of the experience we provide.

MARKETING & SALES STRATEGY

We intend to pursue a marketing campaign through direct e-mail messages to high school and middle school coaches in our region and through summer youth camps that we have long-standing relationships with.

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Our marketing strategy will also focus on using one of the top-ranked Internet search engines, Google, to drive traffic to our own web site. We plan to take advantage of the well-established Google Adwords marketing program http://www.google.com/intl/en/ads that combines the placement of online ads on the search result pages of Internet users. Google uses an advertising methodology referred to as cost-per-click (“CPC”) in its Adwords program. Using this strategy will allow us to design our own ads, select target locations such as a city or state and use keywords in our ads. A keyword is a word that is used by an Internet user who is performing an online search to find out information on a specific topic. Our primary target market is focused on Internet users who already buy trips online. We plan to work with the web site development contractor to come up with a series of meta-tags for each of the pages of the web site. Meta-tags are keywords that are added to a web page to make it easier to find that specific web page by search engines, web browser software and other applications. The information is not intended to be seen by the casual Internet user. Search engines like Google and Yahoo are designed to seek out these keywords when someone is doing an Internet search for a specific topic. By including meta-tags such as “sports”, “travel”, “youth”, “basketball” “all star” “international” and “destination”, we will be able to help drive more traffic to our web site. As our business begins to gain customers and become known in the industry we plan to conduct our own online survey questionnaires from the home page of our web site.

Sales Revenue

Our revenues will be derived principally from sales of tour packages to youth sports teams. While we expect a considerable percentage of our fees to be originated by online sales, we anticipate that the majority of our fees will be driven by returning participants and affiliated schools.

SOURCES AND AVAILABILITY OF PRODUCTS AND SUPPLIES

We believe there are no constraints on the sources or availability of products and supplies related to the development of our business. However, any interruption in these, or other, third-party services or deterioration in their performance could impair the quality of our service and we cannot be certain of the financial viability of all of the third parties on which we rely.

PATENTS, TRADEMARKS AND LICENSES

Third parties may claim that we have infringed upon or misappropriated their proprietary rights. Although no litigation relating to such claims has arisen to date, such a claim and any resultant litigation could subject us to significant liability for damages. In addition, even if we prevail, the litigation could be time consuming and expensive to defend and could affect our business materially and adversely. Any claims or litigation from third parties may also limit our ability to use various patented business and data processes and hardware systems, service marks, trademarks, copyrights, trade secrets and other intellectual property subject to these claims or litigation, unless we enter into license agreements with the third parties. However, these agreements may be unavailable on commercially reasonable terms or not available at all. Furthermore, the validity of any patents that we may receive in the future may be challenged if such patents are asserted against third parties. There are no inherent factors or circumstances associated with this industry, or any of the products or services that we expect to be providing that would give rise to any patent, trademark or license infringements or violations.  We have not entered into any franchise agreements or other contracts that have given, or could give rise to obligations or concessions. We do not own, either legally or beneficially, any patents or trademarks, nor do we intend to apply for any in the near future.

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EFFECT OF EXISTING OR PROBABLE GOVERNMENT REGULATION

We must comply with laws and regulations relating to our sales activities, including those prohibiting unfair and deceptive practices and those requiring us to register as a seller of travel products.

RESEARCH AND DEVELOPMENT ACTIVITIES AND COSTS

We have not incurred any research and development costs to date. We have plans to undertake certain research and development activities during the next 12 months related to the development of our website of approximately $1,950.

EMPLOYEES

We have commenced only limited operations, and therefore currently have no employees beyond our President.  We will consider retaining full-time management, marketing, sales support and administrative support personnel as our business and operations increase.

As our business and operations increase, we plan to hire full time management and administrative support personnel.

DESCRIPTION OF PROPERTY

We do not own interest in any real estate property. We are currently operating out of the premises of our President, who has agreed to provide such space to us at no charge for the next 12 months. We consider our current principal office arrangement to be adequate and will reassess our needs based upon the future growth of the Company.

REPORTS TO STOCKHOLDERS

We are not currently a reporting company, but upon effectiveness of the registration statement of which this prospectus forms a part, we will be required to file reports with the SEC pursuant to the Exchange Act. These reports include annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. You may obtain copies of these reports from the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, on official business days during the hours of 10 A.M. to 3 P.M. or on the SEC’s website, at www.sec.gov. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

We will also make these reports available on our website once our website is completed and launched.

LEGAL MATTERS

We know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our directors, officer or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest. Our address for service of process is Vcorp Services, LLC 1811 Silverside Road, Wilmington, Delaware 19810, County of New Castle.

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MANAGEMENT

The name, age and position of each of our current directors and executive officers are as follows:

Name	Age	Position
Andrew M. Listerman	35	President and Chairman of the Board of Directors
Jon D. Albaugh	32	Director and Secretary

Andrew M. Listerman -  Mr.Listerman isthe founder of Prime Time Travel, Inc. and has served as our President and Chairman of the Board of Directors since our inception. Since 2007 Mr. Listerman has been employed as a business teacher at the Elder High School in Cincinnati, OH. He has been involved in the sports industry as an athletic director as well as an assistant boys’ basketball coach in several schools, including Elder High School (2007-present), Lexington Catholic High School (June 2006-August 2007, June 2002-June 2006, August 2001-June 2002, August 2001-June 2002), Covington Catholic High School (July 2000-June 2001) and Northern Kentucky University (August 1998-April 1999). He obtained a Master of Education in Sports Administration from Xavier University in 2000 and a Bachelor of Science in Business Education from Northern Kentucky University in 1999.

Jon D. Albaugh  -  Mr. Albaugh has served as our Director and Secretary since our inception. Since 2006, Mr. Albaugh has been employed by Lagardere Unlimited where he provides consulting services as senior events manager. He has consulted in the sports industry as an administrative assistant as well as an assistant boys’ basketball coach at Lexington Catholic High School (2000-2006). He obtained his Bachelor of Business Administration degree from the University of Kentucky in 2002.

Board Composition

Our Bylaws provide that the Board of Directors shall consist of at least two natural persons, and that our stockholders may, by resolution, change amend our Bylaws to change the number of directors. Each director serves for a term that expires until the next annual meeting of stockholders and until his successor shall have been elected and qualified, or until his earlier resignation, removal from office, or death.

Committees of the Board of Directors

We do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors. Nor do we have an audit committee “financial expert.” As such, our entire Board of Directors acts as our audit committee and handles matters related to compensation and nominations of directors.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors, one of whom also serves as an officer of the Company. Thus, there is an inherent conflict of interest.

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Director Independence

We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” Our determination of independence of directors is made using the definition of “independent director” contained in Rule 4200(a)(15) of the Marketplace Rules of the NASDAQ Stock Market (“NASDAQ”), even though such definitions do not currently apply to us because we are not listed on NASDAQ. We have determined that neither Mr. Andrew M. Listerman or Mr. Jon D. Albaugh currently meet the definition of “independent” as a result of their current position as our executive officers.

Significant Employees

We have no significant employees other than the officer described above.

Involvement in Certain Legal Proceedings

No director, person nominated to become a director, executive officer, promoter or control person of our company has, during the last five years: (i) been convicted in or is currently subject to a pending a criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law, nor (iii) any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto.

Stockholder Communications with the Board

We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors. Nevertheless, every effort will be made to ensure that the views of stockholders are heard by the Board of Directors, and that appropriate responses are provided to stockholders in a timely manner. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.

EXECUTIVE COMPENSATION

We have not paid since our inception, nor do we owe, any compensation to current or former officers for their services. We have not entered into any arrangements or employment agreements with our current officers and we do not anticipate entering into any such arrangements or agreements with them or any future officer in the foreseeable future.

Outstanding Equity Awards at 2010 Fiscal Year-End

We do not currently have a stock option plan nor any long-term incentive plans that provide compensation intended to serve as an incentive for performance. No individual grants of stock options or other equity incentive awards have been made to our officers or directors since our inception; accordingly, none were outstanding at December 31, 2010.

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

There are currently no employment or other contracts or arrangements with our officers. There are no compensation plans or arrangements, including payments to be made by us, with respect to our officers that would result from their resignation, retirement or other termination. There are no arrangements for our officers that would result from a change-in-control.

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COMPENSATION OF DIRECTORS

We have not compensated our directors for their service on our Board of Directors since our inception. There are no arrangements pursuant to which directors will be compensated in the future for any services provided as a director.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have not entered into any other transaction, nor are there any proposed transactions, in which our directors and officers, or any significant stockholder, or any member of the immediate family of any of the foregoing, had or is to have a direct or indirect material interest.

Our officers and directors may be considered promoters of the Company due to their participation in and management of the business since our incorporation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our common stock as of May 31, 2011 for our officer and directors.  There is no other person or group of affiliated persons, known by us to beneficially own more than 5% of our common stock.

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated, the persons identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws, and the address for each person listed in the table is c/o Prime Time Travel, Inc., 809 Heavenly Lane, Cincinnati, Ohio.

The percentage ownership information shown in the table below is calculated based on 8,000,000 shares of our common stock issued and outstanding as of May 31, 2011. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage of Class
Common Stock	Andrew M. Listerman  (President and Chairman of the Board)		6,000,000		75	%
	Jon D. Albaugh  (Director and Secretary)		0		0	%
	All officers and directors as a group (2 persons)		6,000,000		75	%

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our Company.

We do not have any issued and outstanding securities that are convertible into our common stock. Other than the shares covered by the registration statement of which this prospectus is a part, we have not registered any shares for sale by stockholders under the Securities Act. None of our stockholders are entitled to registration rights.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to our directors, officers or persons controlling us, we have been advised that it is the SEC’s opinion that such indemnification is against public policy as expressed in such act and is, therefore, unenforceable.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion of our financial condition and results of operation should be read in conjunction with the financial statements and related notes that appear elsewhere in this prospectus. This discussion contains forward-looking statements and information relating to our business that reflect our current views and assumptions with respect to future events and are subject to risks and uncertainties, including the risks in the section entitled Risk Factors beginning on page 7, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

These forward-looking statements speak only as of the date of this prospectus. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or achievements. Except as required by applicable law, including the securities laws of the United States, we expressly disclaim any obligation or undertaking to disseminate any update or revisions of any of the forward-looking statements to reflect any change in our expectations with regard thereto or to conform these statements to actual results.

Overview

We were incorporated in the state of Delaware on November 23, 2010.  We are a development stage company that has not generated any revenue and has had limited operations to date. From November 23, 2010 (inception) to March 31, 2011 we have incurred net losses of $613. As of March 31, 2011, we had total assets of $ 33,598 and total liabilities of $41,487. Based on our financial history since inception (November 23, 2010), our independent auditor has expressed substantial doubt as to our ability to continue as a going concern.

During the 12-month period, we will focus on product development and executing the initial stage of our marketing effort. We anticipate that revenues will be generated by selling trip packages to youth sports teams. We are currently generating revenues for the upcoming July 2011 trip to Hawaii.

We project total revenues of approximately $109,625.00 for the 2011 Tour comprised of approximately $106,225.00 from participant fees and approximately $3,400.00 from coaches’ fees.

Activities to date

A substantial portion of our activities to date has involved developing a business plan and establishing contacts and visibility in the marketplace.  Management has been preparing the conceptual design of the “information only web site” at www.primetimetravelsports.com. Management has also registered our web site domain name. Further, management has researched the market for computer servers and a web hosting service, and management has identified office space that it deems adequate, although no formal written agreements have been entered into.

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Expenditures

Below is breakdown of our anticipated budget for the next twelve months following the date hereof:

	Q3 2011	Q4 2011	Q1 2012	Q2 2012	TOTAL
Legal / Accounting*	700.00	800.00	500.00	800.00	2,800.00
Marketing	750.00	500.00	500.00	1,000.00	2,750.00
Software Development	0.00	0.00	1,000.00	500.00	1,500.00
Server Hosting	0.00	0.00	150.00	300.00	450.00
Telephone	250.00	400.00	250.00	250.00	1,150.00
Technical Support Staff	N/A	N/A	N/A	N/A	N/A
Office Rental	0.00	0.00	2,500.00	2,500.00	5,000.00
Office Supplies	300.00	500.00	300.00	400.00	1,500.00
Miscellaneous Admin.	300.00	300.00	300.00	500.00	1,400.00

__________

* Does not include the anticipated legal and accounting fees to be incurred as a result of the Company becoming a reporting company with the SEC, currently estimated at $25,000.

Results of Operations

During the period from inception (November 23, 2010) to December 31, 2010, our operating expenses were primarily comprised of general and administrative expenses in the amount of $613.  For the period from inception to March 31, 2011, our operating expenses primarily consisted of professional fees in the amount of $15,449 and general and administrative expenses of $6,333.

At December 31, 2010, our assets solely consisted of cash in the amount of $6,825 and our liabilities were $7,432 consisting of $6,800 in customer deposits and $632 in accounts payable.  At March 31, 2011, our assets consisted solely of cash in the amount of $33,598 and our liabilities consisted of accounts payable in the amount of $607, customer deposits of $28,630 and the value of common stock to be issued in the amount of $12,250.  From the period since inception (November 23, 2010) to March 31, 2011, we have sustained losses of $21,782.

We currently anticipate that our legal and accounting fees will increase over the next 12 months as a result of becoming a reporting company with the SEC, which costs are estimated to be approximately $25,000.

Liquidity and Capital Resources

We are a development stage company with limited operating history. We have not generated any revenues. Accordingly, there is a limited operating history by which to evaluate the likelihood of our success or our ability to exist as a going concern.

We will require additional funding in order to continue operations beyond the first 12 months. If we do complete the implementation of our business plan, we may not be able to generate sufficient revenues to become profitable. We anticipate our company will experience substantial growth during the next two years. This period of growth and the start-up of the business are likely to be a significant challenge to us.  We may never secure any additional funding necessary to continue our operations.  At the present time, we have not made any arrangements to raise additional funds. If we need additional funds, we may seek to obtain additional funds through additional private placement(s) of equity or debt. We have no other financing plans at this time.

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Going Concern Consideration

The report of our independent registered accounting firm expresses concern about our ability to continue as a going concern based on the absence of significant revenues, recurring losses from operations, and our need for additional financing in order to fund our projected loss in 2011.

Recently Issued Accounting Pronouncements

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements”, which provides amendments to Subtopic 820-10 that requires new disclosures as follows:

1.           Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.

2.           Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).

This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:

1.           Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.

2.           Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.

This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology from major categories of assets to classes of assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.

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In August 2010, the FASB issued ASU 2010-21, “Accounting for Technical Amendments to Various SEC Rules and Schedules: Amendments to SEC Paragraphs Pursuant to Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies” (“ASU 2010-21”), was issued to conform the SEC’s reporting requirements to the terminology and provisions in ASC 805, Business Combinations, and in ASC 810-10, Consolidation. ASU No. 2010-21 was issued to reflect SEC Release No. 33-9026, “Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies,” which was effective April 23, 2009. The ASU also proposes additions or modifications to the XBRL taxonomy as a result of the amendments in the update.

In August 2010, the FASB issued ASU 2010-22, “Accounting for Various Topics: Technical Corrections to SEC Paragraphs” (“ASU 2010-22”), which amends various SEC paragraphs based on external comments received and the issuance of SEC Staff Accounting Bulletin (SAB) No. 112, which amends or rescinds portions of certain SAB topics.  The topics affected include reporting of inventories in condensed financial statements for Form 10-Q, debt issue costs in conjunction with a business combination, sales of  stock by subsidiary, gain recognition on sales of business, business combinations prior to an initial public offering, loss contingent and liability assumed in business combination, divestitures, and oil and gas exchange offers.

In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-28 “Intangibles—Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU 2010-28”).Under ASU 2010-28, if the carrying amount of a reporting unit is zero or negative, an entity must assess whether it is more likely than not that goodwill impairment exists. To make that determination, an entity should consider whether there are adverse qualitative factors that could impact the amount of goodwill, including those listed in ASC 350-20-35-30. As a result of the new guidance, an entity can no longer assert that a reporting unit is not required to perform the second step of the goodwill impairment test because the carrying amount of the reporting unit is zero or negative, despite the existence of qualitative factors that indicate goodwill is more likely than not impaired. ASU 2010-28 is effective for public entities for fiscal years, and for interim periods within those years, beginning after December 15, 2010, with early adoption prohibited.

In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-29 “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations” (“ASU 2010-29”). ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this Update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amended guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted.

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Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

WHERE YOU CAN GET MORE INFORMATION

In accordance with the Securities Act of 1933, we are filing with the SEC a registration statement on Form S-1, of which this prospectus is a part, covering the securities being offering by the selling stockholders. As permitted by rules and regulations of the SEC, this prospectus does not contain all of the information set forth in the registration statement. For further information regarding both our Company and our common stock, we refer you to the registration statement, including all exhibits and schedules, which you may inspect without charge at the public reference facilities of the SEC’s Washington, D.C. office, 100 F Street, N.E., Washington, D.C. 20549, on official business days during the hours of 10 A.M. and 3 P.M., and on the SEC Internet site at www.sec.gov. Information regarding the operation of the public reference rooms may be obtained by calling the SEC at 1-800-SEC-0330.

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FINANCIAL STATEMENTS

PRIME TIME TRAVEL, INC.

(A Development Stage Company)

Index to Financial Statements

For the Period from November 23, 2010

(Inception) to December 31, 2010

Report of Independent Registered Public Accounting Firm	F-2
Balance Sheet as of December 31, 2010	F-3
Statement of Operations for the period from November 23, 2010 (Inception) to December 31, 2010	F-4
Statement of Stockholders’ Deficit for the period from November 23, 2010 (Inception) to December 31, 2010	F-5
Statement of Cash Flows for the period from November 23, 2010 (Inception) to December 31, 2010	F-6
Notes to the Audited Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholder of

Prime Time Travel, Inc.

(A development stage company)

Cincinnati, Ohio

We have audited the accompanying balance sheet of Prime Time Travel, Inc. (a development stage company) (the “Company”), as of December 31, 2010 and the related statements of operations, stockholder’s deficit and cash flows for the period from November 23, 2010 (inception) through December 31, 2010.  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 the 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.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining on a test basis, evidence supporting the amount 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 December 31, 2010, and the related statements of operations, stockholder’s deficit and cash flows for the period from November 23, 2010 (inception) through December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company has a deficit accumulated during the development stage at December 31, 2010 and had a net loss and net cash used in operating activities for the period from November 23, 2010 (inception) through December 31, 2010, respectively with no revenue earned since inception, all of which raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regards to these matters are also described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Li & Company, PC                                  

Li & Company, PC

Skillman, New Jersey

June 3, 2011

F-2

Prime Time Travel, Inc.

(A Development Stage Company)

Balance Sheet

	December 31, 2010
ASSETS
Current assets:
Cash	$	6,825
Total current assets		6,825
Total assets	$	6,825
LIABILITIES AND STOCKHOLDER’S DEFICIT
Current liabilities:
Accounts payable	$	632
Customer deposits		6,800
Total current liabilities		7,432
Stockholder’s Deficit:
Preferred stock, par value $.000001, 5,000,000 authorized, none issued and outstanding		-
Common stock, par value $.000001, 95,000,000 authorized, 6,000,000 shares  issued and outstanding		6
Deficit accumulated during the development stage		(613	)
Total stockholders' deficit		(607	)
Total liabilities and stockholder’s deficit	$	6,825

See accompanying notes to the financial statements.

F-3

Prime Time Travel, Inc.

(A Development Stage Company)

Statement of Operations

	For the Period From November 23, 2010 (Inception) through December 31, 2010
Revenues:	$	-
Operating expenses:
General and administrative		613
Operating loss before income taxes		(613	)
Income tax provision		-
Net loss	$	(613	)
Net loss per common share - basic and diluted	$	(0.00	)
Weighted average number of common shares outstanding  - basic and diluted		2,684,211

See accompanying notes to the financial statements.

F-4

Prime Time Travel, Inc.

(A Development Stage Company)

Statement of Stockholder’s Deficit

For the Period from November 23, 2010 (Inception) through December 31, 2010

	Common Stock				Deficit Accumulated During the Development			Total Stockholder’s
	Shares		Amount		Stage			Deficit
Balance, November 23, 2010 (Inception)		-	$	-	$	-		$	-
Common stock issued to president as compensation on December 15, 2010 at par value of $0.000001		6,000,000		6					6
Net loss						(613	)		(613	)
Balance, December 31, 2010		6,000,000	$	6	$	(613	)	$	(607	)

See accompanying notes to the financial statements.

F-5

Prime Time Travel, Inc.

(A Development Stage Company)

Statement of Cash Flows

	For the Period From November 23, 2010 (Inception) through December 31, 2010
Cash flows from operating activities:
Net loss	$	(613	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Common stock issued as compensation		6
Changes in operating assets and liabilities:
Accounts payable		632
Customer deposits		6,800
Net cash provided by operating activities		6,825
Net change in cash		6,825
Cash at beginning of period		-
Cash at end of period	$	6,825
Supplemental disclosures: Cash paid for
Interest	$	-
Income taxes	$	-

See accompanying notes to the financial statements.

F-6

Prime Time Travel, Inc.

(A Development Stage Company)

December 31, 2010

Notes to the Financial Statements

1)ORGANIZATION

Prime Time Travel, Inc. a development stage company, (the “Company”), was incorporated on November 23, 2010 in the State of Delaware.  Initial operations have included organization and incorporation, target market identification, new product development, marketing plans, and capital formation.  A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the marketplace.  The Company has generated no revenues since inception.

The Company is a sports travel company that creates and manages trips to destination locations for youth sports teams.  The Company organizes all aspects of annual tours, including flights, hotels, meals, ground transportation and local competition.  The Company anticipates providing these services to accommodate tours domestically and internationally.

2)SUMMARY OF  ACCOUNTING POLICIES

BASIS OF PRESENTATION

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

DEVELOPMENT STAGE COMPANY

The Company is a development stage company as defined by section 810-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  All losses accumulated since inception have been considered as part of the Company’s exploration stage activities.

USE OF ESTIMATES

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

CASH EQUIVALENTS

The company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

F-7

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.  

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable, and customer deposits approximate their fair values because of the short maturity of these instruments.

REVENUE RECOGNITION

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

INCOME TAXES

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

F-8

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

NET LOSS PER COMMON SHARE

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.  Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period.

There were no potentially dilutive shares outstanding as of December 31, 2010.

COMMITMENTS AND CONTINGENCIES

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

CASH FLOWS REPORTING

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

F-9

SUBSEQUENT EVENTS

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements”, which provides amendments to Subtopic 820-10 that requires new disclosures as follows:

1.Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.

2.Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).

This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:

1.Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.

2.Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.

This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology from major categories of assets to classes of assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.

F-10

In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-28 “Intangibles—Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU 2010-28”).Under ASU 2010-28, if the carrying amount of a reporting unit is zero or negative, an entity must assess whether it is more likely than not that goodwill impairment exists. To make that determination, an entity should consider whether there are adverse qualitative factors that could impact the amount of goodwill, including those listed in ASC 350-20-35-30. As a result of the new guidance, an entity can no longer assert that a reporting unit is not required to perform the second step of the goodwill impairment test because the carrying amount of the reporting unit is zero or negative, despite the existence of qualitative factors that indicate goodwill is more likely than not impaired. ASU 2010-28 is effective for public entities for fiscal years, and for interim periods within those years, beginning after December 15, 2010, with early adoption prohibited.

In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-29 “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations” (“ASU 2010-29”). ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this Update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amended guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

3)STOCKHOLDER’S DEFICIT

AUTHORIZED STOCK

The Company has authorized 95,000,000 of common shares with a par value of $.000001 per share.  Each share entitles the holder to one vote, in person or proxy, on any matter on which action of the shareholder of the Company is sought.

The Company has authorized 5,000,000 preferred shares with a par value of $.000001 per share.

Common stock

On December 15, 2010, the Company issued 6,000,000 shares of its common stock to its president as compensation. The stock was valued at its par value of $0.000001 or $6.

F-11

4)RELATED PARTY TRANSACTIONS

The Company is provided the office space by an officer of the Company without cost. The management determined that such cost is nominal and did not recognize rent expense in its financial statements.

5)INCOME TAXES

Deferred tax assets

At December 31, 2010, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $613 that may be offset against future taxable income through 2030.  No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $208 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance of $208.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards.  The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization.  The valuation allowance increased approximately $208 for the period ended December 31, 2010.

Components of deferred tax assets at December 31, 2010 are as follows:

Net deferred tax assets – Non-current:
Expected income tax benefit from NOL carry-forwards	$	208
Less valuation allowance		(208	)
Deferred tax assets, net of valuation allowance	$	-

Income taxes in the statement of operations

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage   of income before income taxes is as follows:

Federal statutory income tax rate	34.0	%
Change in valuation allowance on net operating loss carry-forwards	(34.0	)%
Effective income tax rate	0.0%	%

6)    SUBSEQUENT EVENTS

Management has evaluated all events that occurred after the balance sheet date through the date when these financial statements were issued to determine if they must be reported. The Management of the Company has determined that there were reportable subsequent events to be disclosed.

From March 14, 2011 through April 21, 2011, the Company sold 2,000,000 shares of its common stock at $0.02 per share to 33 individuals for a total of $40,000.

F-12

PRIME TIME TRAVEL, INC.

(A Development Stage Company)

Index to Financial Statements

For the Three Month Period Ending March 31, 2011

and from November 23, 2010

(Inception) through March 31, 2011

Balance Sheet as of March 31, 2011	F-14
Statement of Operations for the period from November 23, 2010 (Inception) through March 31, 2011	F-15
Statement of Stockholders’ Deficit for the period from November 23, 2010 (Inception) through March 31, 2011	F-16
Statement of Cash Flows for the period from November 23, 2010 (Inception) through March 31, 2011	F-17
Notes to the Financial Statements	F-18

F-13

Prime Time Travel, Inc.

(A Development Stage Company)

Balance Sheets

	March 31, 2011			December 31, 2010
	(Unaudited)
ASSETS
Current assets:
Cash	$	33,598		$	6,825
Total current assets		33,598			6,825
Total assets	$	33,598		$	6,825
LIABILITIES AND STOCKHOLDER’S DEFICIT
Current liabilities:
Accounts payable	$	607		$	632
Customer deposits		28,630			6,800
Common stock to be issued		12,250			-
Total current liabilities		41,487			7,432
Stockholder’s Deficit:
Preferred stock, par value $.000001, 5,000,000 authorized, none issued and outstanding		-			-
Common stock, par value $.000001, 95,000,000 authorized, 6,000,000 shares  issued and outstanding		6			6
Additional paid-in capital		14,500			-
Deficit accumulated during the development stage		(22,395	)		(613	)
Total stockholder’s deficit		(7,889	)		(607	)
Total liabilities and stockholder’s deficit	$	33,598		$	6,825

See accompanying notes to the financial statements.

F-14

Prime Time Travel, Inc.

(A Development Stage Company)

Statements of Operations

(Unaudited)

	For the Three Months Ended March 31, 2011			For the Period From November 23, 2010 (Inception) through March 31, 2011
Revenues:	$	-		$	-
Operating expenses:
Professional fees		15,449			-
General and administrative		6,333			613
Loss before income taxes		(21,782	)		(613	)
Income tax provision		-			-
Net loss	$	(21,782	)	$	(613	)
Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted		6,000,000			2,684,211

See accompanying notes to the financial statements.

F-15

Prime Time Travel, Inc.

(A Development Stage Company)

Statement of Stockholder’s Deficit

For the Period from November 23, 2010 (Inception) through March 31, 2011

(Unaudited)

	Common Stock				Additional Paid-in		Deficit Accumulated During the Development			Total Stockholder’s
	Shares		Amount		Capital		Stage			Deficit
Balance, November 23, 2010 (Inception)		-	$	-	$	-	$	-		$	-
Common stock issued to president as compensation on December 15, 2010 at par value of $0.000001		6,000,000		6							6
Net loss								(613	)		(613	)
Balance, December 31, 2010		6,000,000		6				(613	)		(607	)
Capital contribution						14,500					14,500
Net loss								(21,782	)		(21,782	)
Balance, March 31, 2011		6,000,000	$	6	$	14,500	$	(22,395	)	$	(7,889	)

See accompanying notes to the financial statements.

F-16

Prime Time Travel, Inc.

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

	For the Three Months Ended March 31, 2011			For the Period From November 23, 2010 (Inception) through March 31, 2011
Cash flows from operating activities:
Net loss	$	(21,782	)	$	(22,395	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Common stock issued as compensation		-			6
Changes in operating assets and liabilities:
Accounts payable		(25	)		607
Customer deposits		21,830			28,630
Common stock payable		12,250			12,250
Net cash provided by operating activities		12,273			19,098
Cash flows from financing activities:
Capital contribution		14,500			14,500
Net cash provided by financing activities		14,500			14,500
Net change in cash		26,773			33,598
Cash at beginning of period		6,825			-
Cash at end of period	$	33,598		$	33,598
Supplemental disclosures: Cash paid for:
Interest	$	-		$	-
Income tax	$	-		$	-

See accompanying notes to the financial statements.

F-17

Prime Time Travel, Inc.

(A Development Stage Company)

March 31, 2011

Notes to the Financial Statements

(Unaudited)

1)ORGANIZATION

Prime Time Travel, Inc., a development stage company, (the “Company”), was incorporated on November 23, 2010 in the State of Delaware.  Initial operations have included organization and incorporation, target market identification, new product development, marketing plans, and capital formation.  A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the marketplace.  The Company has generated no revenues since inception.

The Company is a sports travel company that creates and manages trips to destination locations for youth sports teams.  The Company organizes all aspects of annual tours, including flights, hotels, meals, ground transportation and local competition.  The Company anticipates providing these services to accommodate tours domestically and internationally.

2)SUMMARY OF  ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for the interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented.  Unaudited interim results are not necessarily indicative of the results for the full fiscal year.  These financial statements should be read in conjunction with the financial statements of the Company for the period from November 23, 2010 (inception) through December 31, 2010 and notes thereto contained in the information filed as part of the Company’s Registration Statement on Form S-1, of which this Prospectus is a part.

DEVELOPMENT STAGE COMPANY

The Company is a development stage company as defined by section 810-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  All losses accumulated since inception have been considered as part of the Company’s exploration stage activities.

USE OF ESTIMATES

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

CASH EQUIVALENTS

The company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

F-18

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.  

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable, customer deposits and common stock payable approximate their fair values because of the short maturity of these instruments.

REVENUE RECOGNITION

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

INCOME TAXES

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

F-19

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

NET LOSS PER COMMON SHARE

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.  Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period.

There were no potentially dilutive shares outstanding as of March 31, 2011.

COMMITMENTS AND CONTINGENCIES

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

CASH FLOWS REPORTING

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

SUBSEQUENT EVENTS

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

F-20

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements”, which provides amendments to Subtopic 820-10 that requires new disclosures as follows:

3.Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.

4.Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).

This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:

3.Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.

4.Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.

This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology from major categories of assets to classes of assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.

In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-28 “Intangibles—Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU 2010-28”). Under ASU 2010-28, if the carrying amount of a reporting unit is zero or negative, an entity must assess whether it is more likely than not that goodwill impairment exists. To make that determination, an entity should consider whether there are adverse qualitative factors that could impact the amount of goodwill, including those listed in ASC 350-20-35-30. As a result of the new guidance, an entity can no longer assert that a reporting unit is not required to perform the second step of the goodwill impairment test because the carrying amount of the reporting unit is zero or negative, despite the existence of qualitative factors that indicate goodwill is more likely than not impaired. ASU 2010-28 is effective for public entities for fiscal years, and for interim periods within those years, beginning after December 15, 2010, with early adoption prohibited.

In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-29 “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations” (“ASU 2010-29”). ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this Update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amended guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

F-21

3)COMMON STOCK TO BE ISSUED

From March 14, 2011 through March 31, 2011, the Company sold 612,500 shares of its common stock at $0.02 per share to 15 individuals for a total of $12,250.  Since the common stock was not issued as of March 31, 2011 the Company has recognized a liability of $12,250.

4)STOCKHOLDER’S DEFICIT

AUTHORIZED STOCK

The Company has authorized 95,000,000 of common shares with a par value of $.000001 per share.  Each share entitles the holder to one vote, in person or proxy, on any matter on which action of the shareholder of the Company is sought.

The Company has authorized 5,000,000 preferred shares with a par value of $.000001 per share.

Common stock

On December 15, 2010, the Company issued 6,000,000 shares of its common stock to its president as compensation. The stock was valued at its par value of $0.000001 or $6.

From March 14, 2011 through March 31, 2011, the Company sold 612,500 shares of its common stock at $0.02 per share to 15 individuals for a total of $12,250.  Since the common stock was not issued as of March 31, 2011 the Company has recognized a liability of $12,250.

5)RELATED PARTY TRANSACTIONS

Capital contribution

During the interim period ended March 31, 2011, the Company’s President contributed $14,500 to the Company for working capital purposes.  This amount has been included in additional paid-in capital as of March 31, 2011.

The Company is provided the office space by an officer of the Company without cost. The management determined that such cost is nominal and did not recognize rent expense in its financial statements.

6) SUBSEQUENT EVENTS

Management has evaluated all events that occurred after the balance sheet date through the date when these financial statements were issued to determine if they must be reported. The Management of the Company has determined that there were reportable subsequent events to be disclosed.

During the period between April 1, 2011 and April 21, 2011, the Company sold and issued 1,387,500 shares of its common stock to 18 US individuals at a price of $0.02 per share, or aggregate proceeds of $27,750.

F-22

Until ________, 2011 [90 days from date of prospectus], all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

You should rely only on the information contained in this prospectus. We have not authorized any dealer, salesperson or other person to give you different information. This prospectus does not constitute an offer to sell nor are they seeking an offer to buy the securities referred to in this prospectus in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus and the documents incorporated by reference are correct only as of the date shown on the cover page of these documents, regardless of the time of the delivery of these documents or any sale of the securities referred to in this prospectus.

PRIME TIME TRAVEL, INC.

2,000,000

 Shares

 of

 Common Stock

PROSPECTUS

June ___, 2011

38

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.    Other Expenses of Issuance and Distribution

The following table sets forth the expenses in connection with the issuance and distribution of the securities being registered hereby. All such expenses will be borne by the registrant.

Name of Expense	Amount
Securities and Exchange Commission registration fee	$	11.61
Legal, accounting fees and expenses (1)	$	25,000.00
Edgar filing, printing and engraving fees (1)	$	5,000.00
Total (1)	$	30,011.61

___________

(1) Estimated.

ITEM 14.    Indemnification of Directors and Officers

Section 102(b)(7) of the Delaware General Corporation Law, or the DGCL, provides that a corporation may eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (regarding, among other things, the payment of unlawful dividends), or (iv) for any transaction from which the director derived an improper personal benefit.

Section 145(a) of the DGCL empowers a corporation to indemnify any director, officer, employee, or agent, or former director, officer, employee, or agent, who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of his service as a director, officer, employee, or agent of the corporation, or his service, at the corporation’s request, as a director, officer, employee, or agent of another corporation or enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, provided that such director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding; provided that such director or officer had no reasonable cause to believe his conduct was unlawful.

Section 145(b) of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit; provided that such director or officer acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue, or matter as to which such director or officer shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Notwithstanding the preceding sentence, except as otherwise provided in the bylaws, the Company is required to indemnify any such person in connection with a proceeding (or part thereof) commenced by such person only if the commencement of such proceeding (or part thereof) by any such person was authorized by the Company’s board of directors.

39

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and control persons pursuant to the foregoing provisions or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy, and is, therefore, unenforceable.

ITEM 15.     Recent Sales of Unregistered Securities

1.           During the period between March 15, 2011 and April 21, 2011, we sold and issued 1,387.500 shares of our common stock to 18 US individuals at a price of $0.02 per share, or aggregate proceeds of $27,750.

The shares were issued in a transaction not registered under the Securities Act in reliance upon the exemption provided under Section 4(2) of the Securities Act and/or Regulation D promulgated by the Securities and Exchange Commission.  We believed that the exemption was available because the offer and sale of the securities did not involve a public offering and because of the limited number of recipients, each of the purchaser’s representation of sophistication in financial matters, and his access to information concerning our Company.

2.           During the period between March 15, 2011 and March 31, 2011, we sold and issued 612,500 shares of our common stock to 15 individuals at a price of $ 0.02 per share, or aggregate proceeds of $12,250.

We believe that the issuances of the securities set forth above were exempt from registration as an offering completed under Regulation S of the Securities Act and the regulations promulgated thereunder. We believe that this exemption from registration was available because each purchaser represented to us, among other things, that he, she or it was a non-U.S. person as defined in Regulation S, was not acquiring the shares for the account or benefit of, directly or indirectly, any U.S. person, had the intention to acquire the securities for investment purposes only and not with a view to or for sales in connection with any distribution thereof, and that such investor was sophisticated and was able to bear the risk of loss of the entire investment. Further, we did not otherwise engage in distribution of these shares in the U.S.

ITEM 16.     Exhibits and Financial Statement Schedules

(a) Exhibits:

The following exhibits are filed as part of this registration statement:

Exhibit	Description
3.1	Certificate of Incorporation of Registrant.
3.2	Bylaws of Registrant.
4.1	Specimen Common Stock Certificate.
5.1	Legal Opinion of Gersten Savage LLP.
10.1	Form of Subscription Agreement for US investors.
10.2	Form of Subscription Agreement for non-US investors.
23.1	Consent of Li & Company, PC.
23.2	Consent of Gersten Savage LLP (incorporated in Exhibit 5.1).

40

Undertakings

The undersigned Registrant hereby undertakes:

(1)           To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)           to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Act”);

(ii)           to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most-recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth 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) and 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) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)          to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)           That, for the purpose of determining any liability under the Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)           Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant 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 Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 Registrant will, unless in the opinion of its counsel the matter 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.

(5)           That, for the purpose of determining liability under the Act to any purchaser, 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.

41

Signatures

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cincinnati, Ohio, on June 3, 2011.

PRIME TIME TRAVEL, INC.
By:	/s/Andrew M. Listerman
Name:	Andrew M. Listerman
Title:	(principal executive officer, principal financial officer and principal accounting officer)

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.

SIGNATURE	CAPACITY IN WHICH SIGNED	DATE
/s/ Jon D. Albaugh	Director and Secretary	June 3, 2011
Jon D. Albaugh

42

INDEX TO EXHIBITS

Exhibit	Description
3.1	Certificate of Incorporation of Registrant.
3.2	Bylaws of Registrant.
4.1	Specimen Common Stock Certificate.
5.1	Legal Opinion of Gersten Savage LLP.
10.1	Form of Subscription Agreement for US investors.
10.2	Form of Subscription Agreement for non-US investors.
23.1	Consent of Li & Company, PC.
23.2	Consent of Gersten Savage LLP (incorporated in Exhibit 5.1).

43

EX-3.1

EXHIBIT 3.1

STATE OF DELAWARE

CERTIFICATE OF INCORPORATION

OF

PRIME TIME TRAVEL, INC.

A STOCK CORPORATION

FIRST: The name of this Corporation is PRIME TIME TRAVEL, INC.

SECOND: Its registered office in the State of Delaware is to be located at:

1811 Silverside Road

Wilmington, Delaware 19810

County of New Castle

THIRD: The registered agent in charge thereof is Vcorp Services, LLC.

FOURTH: The nature of the business and the purposes to be conducted and promoted by the Corporation are as follows:

To conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FIFTH: The total number of shares of stock which the Corporation shall have authority to issue is ONE HUNDRED MILLION (100,000,000), which shall consist of:

Common Stock: NINETY FIVE MILLION Shares (95,000,000) with a par value of $0.000001 US.

Preferred Stock: FIVE MILLION Shares (5,000,000) with a par value of $0.000001 US.

The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

1

A.           COMMON STOCK

1.           General.  The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock set forth herein and as may be designated by resolution of the Board of Directors with respect to any series of Preferred Stock as authorized herein.

2.           Voting.  The holders of the Common Stock are entitled to one vote for each share of Common Stock standing in his or her name on the record of shareholders held at all meetings of stockholders in person or by proxy (and written actions in lieu of meetings).  All corporate action shall be determined by vote of a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

B.           PREFERRED STOCK

Preferred Stock may be issued from time to time in one or more series, each of such series to consist of such number of shares and to have such terms, rights, powers and preferences, and the qualifications and limitations as shall be stated and expressed in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation (the “Board”), subject to the limitations prescribed by law and in accordance with the provisions hereof, the Board being hereby expressly vested with authority to adopt any such resolution or resolutions.  The authority of the Board with respect to each series of Preferred Stock shall include, but not be limited to, the determination or fixing of the following:

1.           The distinctive designation and number of shares comprising such series, which number may (except where otherwise provided by the Board increasing such series) be increased or decreased (but not below the number of shares then outstanding) from time to time by like action of the Board;

2.           The dividend rate of such series, the conditions and time upon which such dividends shall be payable, the relation which such dividends shall bear to the dividends payable on any other class or classes of Common or Preferred Stock or series thereof, or any other series of the same class, and whether such dividends shall be cumulative or non-cumulative;

3.           The conditions upon which the shares of such series shall be subject to redemption by the Corporation and the times, prices and other terms and provisions upon which the shares of the series may be redeemed;

4.           Whether or not the shares of the series shall be subject to the operation of a retirement or sinking fund to be applied to the purchase or redemption of such shares and, if such retirement or sinking fund be established, the annual amount thereof and the terms and provisions relative to the operation thereof;

2

5.           Whether or not the shares of the series shall be convertible into or exchangeable for shares of any other class or classes, with or without par value, or of any other series of the same class, and, if provision is made for conversion or exchange, the times, prices, rates, adjustment and other terms and conditions of such conversion or exchange;

6.           Whether or not the shares of the series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

7.           The rights of the shares of the series in the event of voluntary or involuntary liquidation, dissolution or upon the distribution of assets of the Corporation; and

8.           Any other powers, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of the shares of such series, as the Board may deem advisable and as shall not be inconsistent with the provisions of this Certificate of Incorporation.

The holders of shares of the Preferred Stock of each series shall be entitled, upon liquidation or dissolution or upon the distribution of the assets of the Corporation, to such preferences, if any, as provided in the resolution or resolutions creating such series of Preferred Stock, and no more, before any distribution of the assets of the Corporation shall be made to the holders of shares of the Common Stock.  Whenever the holders of shares of the Preferred Stock shall be entitled to receive a preferred distribution and have been paid the full amounts to which they shall be entitled, the holders of shares of the Common Stock shall be entitled to share ratably in all remaining assets of the Corporation.

SIXTH: The name and mailing address of the incorporator are as follows:

Andrew Michael Listerman

809 Heavenly Lane

Cincinnati, OH  45238

SEVENTH: The Board of Directors shall have the power to adopt, amend or repeal the Bylaws of the Corporation.

EIGHTH: The Corporation shall have perpetual existence.

3

IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed, acknowledged and certifies this Certificate of Incorporation on this the 16th day of November, A.D. 2010, for the purpose of forming a corporation under the laws of the State of Delaware.

By:	/s/  Andrew M. Listerman
	Andrew M. Listerman, Incorporator

4

EX-3.2

EXHIBIT 3.2

CORPORATE BYLAWS

Prime Time Travel, Inc.

A Delaware Corporation

1

CORPORATE BYLAWS

Prime Time Travel, Inc.

A Delaware Corporation

Article I - Shareholders' Meetings

Section 1. Annual meeting. The annual meeting of the shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the time and place designated by the Board of Directors of the Corporation.  The annual meeting of shareholders for any year shall be held no later than thirteen (13) months after the last preceding annual meeting of shareholders.  The Secretary shall give personally, by mail, or electronic mail, not less than ten (10) nor more than fifty (50) days before the date of the meeting to each shareholder entitled to vote at such meeting, written notice stating the place, date, and hour of the meeting. If mailed, the notice shall be addressed to the shareholder at his or her address as it appears on the record of shareholders of the Corporation unless he or she shall have filed with the Secretary of the Corporation a written request that notices be mailed to a different address, in which case it shall be mailed to the address designated in the request.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.  Any notice of meetings may be waived by a shareholder by submitting a signed waiver either before or after the meeting, or by attendance at the meeting.

Section 2. Special meeting. Special meetings of shareholders, other than those regulated by statute, may be called at any time by the Board of Directors or the Chief Executive Officer, and must be called by the Chief Executive Officer upon written request of the holders of not less than ten percent (10%) of the outstanding shares entitled to vote at such special meeting. Written notice of such meetings stating the place, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person by whom or at whose direction the meeting is called shall be given not less than ten (10) nor more than sixty (60) days before the date set for the meeting. The notice shall be given to each shareholder of record in the same manner as notice of the annual meeting. Notice of special meeting may be waived by submitting a signed waiver or by attendance at the meeting.

Section 3. Quorum. The presence, in person or by proxy, of the holders of one-third (33.33%) of the outstanding shares entitled to vote thereat shall be necessary to constitute a quorum for the transaction of business at all meetings of shareholders. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting to a future date at which a quorum shall be present or represented. At such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.  When a specified item of business is required to be voted on by a class or series, a majority of the shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or series.  After a quorum has been established at a shareholders’ meeting, the subsequent withdrawal of shareholders, so as to reduce the number of shareholders entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.

Section 4. Record date. The directors may fix in advance a date not less than ten (10) nor more than sixty (60) days, prior to the date of any meeting of the shareholders or prior to the last day on which the consent or dissent of or action by the shareholders may be effectively expressed for any purpose without a meeting, as the record date for the determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

Section 5. Voting. A shareholder entitled to vote at a meeting may vote at such meeting in person or by proxy. Except as otherwise provided by Delaware General Corporation Law or the Certificate of Incorporation, every shareholder shall be entitled to one (1) vote for each share standing in his or her name on the record of shareholders. Except as herein or in the Certificate of Incorporation otherwise provided, all corporate action shall be determined by vote of a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

2

Treasury shares shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

At each election for directors, every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected at that time and for whose election he has a right to vote.

Shares standing in the name of another Corporation, domestic or foreign, may be voted by the officer, agent, or proxy designated by the bylaws of the corporate shareholder; or, in the absence of any applicable bylaw, by such person as the Board of Directors of the corporate shareholder may designate.  Proof of such designation may be made by presentation of a certified copy of the bylaws or other instrument of the corporate shareholder.  In the absence of any such designation, or in case of conflicting designation by the corporate shareholder, the chairman of the board, president, any vice president, secretary and treasurer of the corporate shareholder shall be presumed to possess, in that order, authority to vote such shares.

Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name.  Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledge, and thereafter the pledge or his nominee shall be entitled to vote the shares so transferred.

On and after the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefore, such shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares.

Section 6. Proxies. Every proxy must be dated and signed by the shareholder or by his or her attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the shareholder executing it, except where an irrevocable proxy is permitted by statute.

The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy unless, before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received by the corporate officer responsible for maintaining the list of shareholders.

If a proxy for the same shares confers authority upon two (2) or more persons and does not otherwise provide, a majority of them present at the meeting, or if only one (1) is present then that person present, may exercise all the powers conferred by the proxy; but if the proxy holders present at the meeting are equally divided as to the right and manner of voting in any particular case, the voting of such shares shall be prorated.

3

Section 7. Action without a meeting. Pursuant to §228 of the Delaware General Corporation Law, any action which may be authorized or taken at a meeting of the shareholders may be authorized or taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the shareholders entitled to vote on such matter 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.  The writing or writings shall be filed with or entered upon the records of the Corporation.  Notice shall be given to those shareholders who have not consented in writing.  The notice shall fairly summarize the material features of the authorized action and, if the action be a merger, consolidated or sale or exchange of assets for which dissenters rights are provided under this act, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with further provisions of this act regarding the rights of dissenting shareholders.

Section 8. Notice of Adjourned Meetings.  When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting.  If, however, after the adjournment, the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meting shall be given as provided in this section to each shareholder of record on the new record date entitled to vote at such meeting.

Section 9. Voting Record.  Pursuant to §219 and 220 of the Delaware General Corporation Law, the officers or agent having charge of the stock transfer books for shares of the Corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, with the address of and the number and class and series, if any, of shares held by each.  The list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Corporation, at the principal place of business of the Corporation or at the office of the transfer agent or register of the Corporation and any shareholder shall be entitled to inspect the list at any time during usual business hours.  The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder at any time during the meeting.

If the requirements of this section have not been substantially complied with, the meeting on demand of any shareholder in person or by proxy shall be adjourned until the requirements are complied with.  If no such demand is made, failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

Section 10. Voting Trusts.  Any number of shareholders of this Corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares.  The voting trust agreement must be a written agreement and must be file with the registered office of the Corporation in Delaware.  Where the counterpart of a voting trust agreement and the copy of the record of the holders of voting trust certificates has been deposited with the Corporation as provided by law, such documents shall be subject to the same right of examination by a shareholder of the Corporation, in person or by agent or attorney, as are the books and records of the Corporation, and such counterpart and such copy of such record shall be subject to examination by any holder or record of voting trust certificates either in person or by agent or attorney, at any reasonable time for any proper purpose.

Section 11. Shareholders’ Agreements. Two (2) or more shareholders of this Corporation may enter an agreement providing for the exercise of voting rights in the manner provided in the agreement or relating to any phase of the affairs of the Corporation as provided by law.  Nothing therein shall impair the right of this Corporation to treat the shareholders of record as entitled to vote the shares standing in their names.

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Article II - Directors

Section 1. Number and qualifications. The entire Board of Directors shall consist of two (2) natural persons, all of whom shall be of the age and capacity to make binding contractual agreements under Delaware law. The directors need not be shareholders of the Corporation or residents of the State of Delaware. The number of directors may be changed by an amendment to the Bylaws, adopted by the shareholders.

Section 2. Manner of election. The directors shall be elected at the annual meeting of shareholders by a plurality vote except as otherwise prescribed by statute.

Section 3. Election and Term of office. Each person named in the Articles of Incorporation as a member of the initial Board of Directors shall hold office until the first annual meeting of shareholders, and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.  At the first annual meeting of shareholders and at each annual meeting thereafter, the shareholders shall elect directors to hold office until the next succeeding annual meeting.  Each director shall hold office for the term for which he or she is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

Section 4. Duties and powers. The Board of Directors shall have control and management of the affairs and business of the Corporation. The directors shall in all cases act as a Board, regularly convened, and, in the transaction of business the act of a majority present at a meeting except as otherwise provided by law or the Certificate of Incorporation shall be the act of the Board, provided a quorum is present. The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with law or these Bylaws.

Section 5. Meetings. The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the annual meeting of the shareholders, and other regular meetings of the Board shall be held at such times as the Board may from time to time determine.

Special meetings of the Board of Directors may be called by the Chairman of the Board, Chief Executive Officer, or upon the written request of any two (2) directors.

Members of the Board of Directors may participate in a meeting of such board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

Section 6. Notice of meetings. No notice need be given of any regular meeting of the Board. Notice of special meetings shall be served upon each director either in person, electronic mail or by U.S. mail addressed to him at his last-known post office address, at least two (2) days prior to the date of such meeting, specifying the time and place of the meeting and the business to be transacted thereat. At any meeting at which all of the directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.

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Notice of a meting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting.  Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

Section 7. Place of meeting. The Board of Directors may hold its meeting either within or outside the State of Delaware, at such place as may be designated in the notice of any such meeting.

Section 8. Quorum. At any meeting of the Board of Directors, the presence of a majority of the Board shall be necessary to constitute a quorum for the transaction of business. However, should a quorum not be present, a lesser number may adjourn the meeting to some further time.

Section 9. Voting. At all meetings of the Board of Directors, each director shall have one vote irrespective of the number of shares that he may hold.

Section 10. Action without a meeting. Any action which may be authorized or taken at a meeting of the Board of Directors may be authorized or taken without a meeting in a writing or writings signed by all of the directors, which writing or writings shall be filed with or entered upon the records of the Corporation.

Section 11. Compensation. The Board of Directors shall have the authority to fix the compensation of directors.

Section 12. Vacancies. Any vacancy occurring in the Board of Directors by death, resignation, or otherwise shall be filled promptly by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within thirty (30) days after the occurrence of the vacancy. The director thus chosen shall hold office for the unexpired term of his or her predecessor and the election and qualification of his or her successor.

Section 13. Removal of directors. Any director may be removed either with or without cause, at any time, by a vote of the shareholders holding a majority of the shares then issued and outstanding and who were entitled to vote for the election of the director sought to be removed, at any special meeting called for that purpose, or at the annual meeting. Except as otherwise prescribed by statute, a director may be removed for cause by vote of a majority of the entire Board.

Section 14. Resignation. Any director may resign at any time, such resignation to be made in writing and to take effect immediately without acceptance.

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Section 15. Duties of Directors. A director shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.  A director who performs his duties in compliance with this section shall have no liability by reason of being or having been a director of the corporation.

Section 16. Director Conflicts of Interest. No contract or other transaction between this Corporation and one (1) or more of its directors, or any other corporation, firm, association or entity in which one (1) or more of the directors of this Corporation are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if:

a)  The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or

b)  The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or

c)  The contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the board, a committee or shareholders.

Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes approves or ratifies such contract or transaction.

Section 17. Executive and Other Committees.  The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one (1) or more other committees each of which, to the extent provided in such resolution shall have and may exercise all the authority of the Board of Directors, except that no committee shall have the authority to:

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a)  approve or recommend to shareholders actions or proposals required by law to be approved by shareholders,

b)  designate candidates for the office of director, for purposes of proxy solicitation or otherwise,

c)  fill vacancies on the Board of Directors or any committee thereof,

d)  amend the Bylaws

e)  authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or

f)  authorize or approve the issuance or sale of, or any contract to issue or sell shares or designate the terms of a series of a class of shares, except that the Board of Directors, having acted regarding general authorization for the issuance or sale of shares, or any contract therefore, and, in the case of a series, the designation thereof, may, pursuant to a general formula or method specified by the Board of Directors, by resolution or by adoption of a stock option or other plan, authorize a committee to fix the terms of any contract for the sale of the shares and to fix the terms upon which such shares may be issued or sold, including, without limitation, the price, the rate or manner of payment of dividends, provisions for redemption, sinking fund, conversion, voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all the terms thereof and to authorize the statement of the terms of a series for filing with the Department of State.

The Board of Directors, by resolution adopted in accordance with this section, may designate one (1) or more directors as alternate members of any such committee, who may act in the place and stead of any member or members at any meeting of such committee.

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Article III - Officers

Section 1. Officers and qualifications. The officers of the Corporation shall be a Chief Executive Officer, a Secretary, a Treasurer, and such other officers as the Board of Directors may determine. The failure to elect a Chief Executive Officer, Secretary or Treasurer shall not affect the existence of this corporation.

Section 2. Election. All officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of shareholders.

Section 3. Term of office. All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

Section 4. Removal of officers. Any officer may be removed either with or without cause by the vote of a majority of the Board of Directors.

Section 5. Duties of officers. The duties and powers of the officers of the Corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

Chief Executive Officer

a)  The Chief Executive Officer shall preside at all meetings of the Board of Directors and at all meetings of the shareholders.

b)  The Chief Executive Officer shall present at each annual meeting of the shareholders and directors to report of the condition of the business of the Corporation.

c)  The Chief Executive Officer shall cause to be called regular and special meetings of the shareholders and directors in accordance with the requirements of Delaware General Corporation Law and of these Bylaws.

d)  The Chief Executive Officer shall appoint, discharge, and fix the compensation of all employees and agents of the Corporation other than the duly elected officers, subject to the approval of the Board of Directors.

e)  The Chief Executive Officer shall sign all certificates representing shares.

f)  The Chief Executive Officer shall enforce these Bylaws and perform all the duties incident to such office and which are required by law, and, generally, shall supervise and control the business and affairs of the Corporation.

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Secretary

a)  The Secretary shall keep the minutes of the meetings of the Board of Directors and of the shareholders in appropriate books.

b)  The Secretary shall attend to the giving of notice of special meetings of the Board of Directors and of all the meetings of the shareholders of the Corporation.

c)  The Secretary shall be custodian of the records and seal of the Corporation and shall affix the seal to the certificates representing shares and other corporate papers when required.

d)  The Secretary shall keep at the principal office of the Corporation a book or record containing the names, alphabetically arranged, of all persons who are shareholders of the Corporation, showing their places of residence, the number and class of shares held by them respectively, and the dates when they respectively became the owners of record thereof. The Secretary shall keep such book or record and the minutes of the proceedings of its shareholders open daily during the usual business hours, for inspection, within the limits prescribed by law, by any person duly authorized to inspect such records. At the request of the person entitled to an inspection thereof, the Secretary shall prepare and make available a current list of the officers and directors of the Corporation.

e)  The Secretary shall attend to all correspondence and present to the Board of Directors at its meetings all official communications received by the Secretary.

f)  The Secretary shall perform all the duties incident to the office of Secretary of the Corporation and perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer.

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Treasurer

a)  The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Corporation, and shall deposit such funds and securities in the name of the Corporation in such banks or safe deposit companies as the Board of Directors may designate.

b)  The Treasurer shall keep at the principal office of the Corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the Corporation during business hours.

c)  The Treasurer shall render a report of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as shall be required, and shall make a full financial report at the annual meeting of the shareholders.

d)  The Treasurer shall further perform all duties incident to the office of Treasurer of the Corporation, and shall perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer.

Other Officers

Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

Section 6. Vacancies. All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7. Compensation of officers. The officers shall receive such salary or compensation as may be fixed by the Board of Directors.

Article IV - Seal

Section 1. Seal. The seal of the Corporation shall be as follows:

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Article V – Stock Certificates

Section 1. Certificates. The shares of the Corporation shall be represented by certificates prepared by the Board of Directors and signed by the Chief Executive Officer, and by the Secretary or the Treasurer, and sealed with the seal of the Corporation or a facsimile. In case any officer who signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issuance.

The certificates shall be numbered consecutively and in the order in which they are issued; they shall be bound in a book and shall be issued in consecutive order therefrom, and in the margin thereof shall be entered the name of the person to whom the shares represented by each such certificate are issued, the number and class or series of such shares, and the date of issue. Each certificate shall state the registered holder's name, the number and class of shares represented thereby, the date of issue, the par value of such shares, or that they are without par value.

Every certificate representing shares which are restricted as to the sale, disposition or other transfer of such shares shall state that such shares are restricted as to transfer and shall set forth or fairly summarize upon the certificate, or shall state that the corporation will furnish to any shareholder upon request a full statement of such restrictions.

Section 2. Subscriptions. Subscriptions to the shares shall be paid at such times and in such installments as the Board of Directors may determine. If default shall be made in the payment of any installment as required by such resolution, the Board may declare the shares and all previous payments thereon forfeited for the use of the Corporation, in the manner prescribed by statute.

Section 3. Transfer of shares. The shares of the Corporation shall be assignable and transferable only on the books and records of the Corporation by the registered owner, or by his duly authorized attorney, upon surrender of the certificate duly and properly endorsed with proper evidence of authority to transfer. The Corporation shall issue a new certificate for the shares surrendered to the person or persons entitled thereto.

Section 4. Return certificates. All certificates for shares changed or returned to the Corporation for transfer shall be marked by the Secretary ''Cancelled,'' with the date of cancellation, and the transaction shall be immediately recorded in the certificate book opposite the memorandum of their issue. The returned certificate may be inserted in the certificate book.

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Section 5. Lost, Stolen, or Destroyed Certificates. The corporation shall issue a new stock certificate in the place of any certificate previously issued if the holder of record of the certificate (a) makes proof in affidavit form that it has been lost, destroyed or wrongfully taken; (b) requests the issue of a new certificate before the corporation has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim; (c) gives bond in such form as the corporation may direct, to indemnify the corporation, the transfer agent, and registrar against any claim that may be made on account of the alleged loss, destruction, or theft of a certificate; and (d) satisfies any other reasonable requirements imposed by the Corporation.

Article VI – Books and Records

Section 1. Books and Records.  This Corporation shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of its shareholders, board of directors and committees of directors.

This Corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record or its shareholders, giving the names and addresses of all shareholders, and the number, class and series, if any, of the shares held by each.

Section 2. Shareholders’ Inspection Rights.  Pursuant to §220(a)(1) of Delaware General Corporation Law, any record or beneficial holders of Corporation stock may inspect the books and records of the Corporation upon written demand stating the purpose thereof, and shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose.  The Corporation shall grant the inspection of its relevant books and records of accounts, minutes and records of shareholders and to make extracts therefrom within five (5) days of the demand.

Section 3. Financial Information.  Not later than four (4) months after the close of each fiscal year, this Corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year, and a profit and loss statement showing the results of the operations of the Corporation during its fiscal year.

Upon the written request of any shareholder or holder of voting trust certificates for shares of the Corporation, the Corporation shall mail to such shareholder or holder of voting trust certificates a copy of the most recent such balance sheet and profit and loss statement.

The balance sheets and profit and loss statements shall be filed in the registered office of the Corporation in Delaware, shall be kept for at least five (5) years, and shall be subject to inspection during business hours by any shareholder or holder of voting trust certificates, in person or by agent.

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Article VI - Dividends

Section 1. Declaration of dividends. The Board of Directors at any regular or special meeting may declare dividends payable out of the surplus of the Corporation, whenever in the exercise of its discretion it may deem such declaration advisable, except when the Corporation is insolvent or when the payment thereof would render the corporation insolvent or when the declaration or payment thereof would be contrary to any restrictions contained in the Articles of Incorporation or Delaware General Corporation Law. Such dividends may be paid in cash, property, or shares of the Corporation, subject to the following provisions:

a)  Dividends in cash or property may be declared and paid, except as otherwise provided in this section, only out of the unreserved and unrestricted earned surplus of the corporation or out of capital surplus, howsoever arising but each dividend paid out of capital surplus, and the amount per share paid form such surplus shall be disclosed to the shareholders receiving the same concurrently with the distribution.

b)  Dividends may be declared and paid in the corporation’s own treasury shares.

c)  Dividends may be declared and paid in the corporation’s own authorized but unissued shares out of any unreserved and unrestricted surplus of the Corporation upon the following conditions:

1)  If a dividend is payable in shares having a par value, such shares shall be issued at not less than the par value thereof and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate par value of the shares to be issued as a dividend.

2)  If a dividend is payable in shares without a par value, such shares shall be issued at such stated value as shall be fixed by the Board of Directors by resolution adopted at the time such dividend is declared, and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate stated value so fixed in respect of such shares; and the amount per share so transferred to stated capital shall be disclosed to the shareholders receiving such dividend concurrently with the payment thereof.

d)  No dividend payable in shares of any class shall be paid to the holders of shares of any other class unless the articles of incorporation so provide or such payment is authorized by the affirmative vote or the written consent of the holders of at least a majority of the outstanding shares of the class in which the payment is to be made.

e)  A split-up or division of the issued shares of any class into a greater number of shares of the same class without increasing the stated capital of the corporation shall not be construed to be a share dividend within the meaning of this section.

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Article VII - Bills, Notes, Etc.

Section 1. Execution. All bills payable, notes, checks, drafts, warrants, or other negotiable instruments of the Corporation shall be made in the name of the Corporation and shall be signed by such officer or officers as the Board of Directors shall from time to time by resolution direct.

No officer or agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, draft, or warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be contracted any debt or liability in the name and on behalf of the Corporation except as herein expressly prescribed and provided.

Article VIII - Offices

The principal office of the Corporation shall be located 809 Heavenly Lane, Cincinnati, OH  45238. The Board of Directors may change the location of the principal office of the Corporation and may, from time to time, designate other offices within or without the state as the business of the Corporation may require.

Article IX - Amendments

Section 1. Manner of amending. These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of the holders of a majority of the shareholders entitled to vote in the election of any director at an annual meeting or at a special meeting called for that purpose, provided that a written notice shall have been sent to each shareholder of record entitled to vote at such meeting at his last-known post office address at least ten days before the date of such annual or special meeting, which notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws. Only such changes shall be made as have been specified in the notice. The Bylaws may also be altered, amended, repealed, or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board. However, any Bylaws adopted by the Board may be altered, amended, or repealed by the shareholders.

Article X - Waiver of Notice

Section 1. Authority to waive notice. Whenever under the provisions of these Bylaws or of any statute any shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the Corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every shareholder or director entitled to such notice in writing waives the requirements of these Bylaws in respect thereto.

Article XI- Provisions

Should any Article or provision in the Bylaws of this Corporation be found to be contrary to Delaware law, said item shall be considered null and void, just as if it had never appeared in these Bylaws, and it shall not affect the validity of any other Article, provision, or these Bylaws as a whole. In such an instance, the Article or provision shall be amended in the proper procedure to comply with applicable law.

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End of Bylaws adopted by the Board of Directors.

By:	/s/ Andrew Listerman
	Prime Time Travel, Inc.
	Andrew Listerman, Director

Prime Time Travel, Inc.

Jon Albaugh, Director

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EX-4.1

EXHIBIT 4.1

EX-5.1

EXHIBIT 5.1

GERSTEN SAVAGE LLP 600 LEXINGTON AVENUE
NEW YORK NY 10022-6018
T: 212-752-9700
F: 212-980-5192
INFO@GERSTENSAVAGE.COM

June 3, 2011

Prime Time Travel, Inc.

809 Heavenly Lane,

Cincinnati, OH 45238

Re: Shares to be registered on Form S-1

Gentlemen:

We have acted as counsel for Prime Time Travel, Inc., a Delaware corporation, (the “Company”) in connection with its filing of a Registration Statement on Form S-1 (the “Registration Statement”) covering an aggregate of 2,000,000 shares of the Company's common stock, $0.05 per share (the “Shares”), with an aggregate maximum offering price of $100,000 to be resold by certain selling stockholders named therein (the “Selling Stockholders”).

In connection with this matter, we have examined the originals or copies certified or otherwise identified to our satisfaction of the following: (a) Certificate of Incorporation of the Company; (b) By-laws of the Company, as amended to date; (c) a copy of certain resolutions of the Company; and (d) the Registration Statement and all exhibits thereto.

In addition to the foregoing, we also have relied as to matters of fact upon the representations made by the Company and its representatives and upon representations made by the Selling Stockholders. In addition, we 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 photo static copies.

Based upon and in reliance upon the foregoing, and after examination of such corporate and other records, certificates and other documents and such matters of law as we have deemed applicable or relevant to this opinion, it is our opinion that the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, the jurisdiction of its incorporation and has full corporate power and authority to own its properties and conduct its business as described in the Registration Statement and that the Shares have been duly authorized, legally issued, fully paid, and non-assessable under the corporate laws of the State of Delaware.

This opinion opines upon Delaware law including the Delaware constitution, all applicable provisions of the statutory provisions, and reported judicial decisions interpreting those laws.

We hereby consent to the use of firm's name, Gersten Savage LLP, and of the reference to the opinion and of the use of this opinion as an exhibit to the Registration Statement and as contained in the Registration Statement itself, specifically in the section captioned "Legal Representation."

In giving this consent, we do not hereby admit that we come within the category of a person whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the general rules and regulations thereunder, nor do we admit that we are experts with respect to any part of the Registration Statement or the prospectus within the meaning of the term "expert" as defined in Section 11 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.

Very truly yours,
By:	/s/ Gersten Savage LLP
	Gersten Savage LLP

EX-10.1

EXHIBIT 10.1

No.:

Name:

Number of Shares of Common Stock Subscribed for:

PRIME TIME TRAVEL, INC.

SUBSCRIPTION AGREEMENT

February __, 2011

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OFFERING INFORMATION, LEGENDS, AND NOTICES

THE SECURITIES OFFERED HEREBY, HAVE NOT BEEN FILED OR REGISTERED WITH OR APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”), NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. NO STATE SECURITIES LAW ADMINISTRATOR HAS PASSED ON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR THE ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

IT IS INTENDED THAT THE SECURITIES OFFERED HEREBY WILL BE MADE AVAILABLE TO ACCREDITED INVESTORS, AS DEFINED IN REGULATION D AND RULE 501 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).  THE SECURITIES OFFERED HEREBY ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS SET FORTH IN SECTION 4(2) OF THE ACT AND APPLICABLE STATE SECURITIES LAWS FOR NONPUBLIC OFFERINGS. SUCH EXEMPTIONS LIMIT THE NUMBER AND TYPES OF INVESTORS TO WHICH THE OFFERING WILL BE MADE AND RESTRICT SUBSEQUENT TRANSFERS OF THE COMMON STOCKS.

AN INVESTMENT IN THE SECURITIES OFFERED HEREBY SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD TO SUSTAIN A LOSS OF THEIR ENTIRE INVESTMENT. INVESTORS WILL BE REQUIRED TO REPRESENT THAT THEY ARE FAMILIAR WITH AND UNDERSTAND THE TERMS OF THE OFFERING.

NO SECURITIES MAY BE RESOLD OR OTHERWISE DISPOSED OF BY AN INVESTOR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION UNDER THE APPLICABLE FEDERAL OR STATE SECURITIES LAWS IS NOT REQUIRED OR COMPLIANCE IS MADE WITH SUCH REGISTRATION REQUIREMENTS.

THE OFFEREE, BY ACCEPTING DELIVERY OF THE OFFERING MATERIALS, AGREES TO RETURN THE OFFERING MATERIALS AND ALL ACCOMPANYING OR RELATED DOCUMENTS TO THE COMPANY UPON REQUEST IF THE OFFEREE DOES NOT AGREE TO PURCHASE ANY OF THE SECURITIES OFFERED HEREBY.

ANY OFFERING MATERIALS SUBMITTED IN CONNECTION WITH THE PRIVATE PLACEMENT OF THE SECURITIES DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED.  ANY REPRODUCTION OR DISTRIBUTION OF ANY OFFERING MATERIALS IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF THEIR CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, IS PROHIBITED. ANY PERSON ACTING CONTRARY TO THE FOREGOING RESTRICTIONS MAY PLACE HIM/HERSELF AND THE COMPANY IN VIOLATION OF FEDERAL OR STATE SECURITIES LAWS.

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NASAA UNIFORM LEGEND

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

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SUBSCRIPTION AGREEMENT

Prime Time Travel, Inc.

This Subscription Agreement (this “Subscription Agreement”) is furnished to you by Prime Time Travel, Inc., a Delaware corporation (the “Company”) in order for you to subscribe to the offering (the “Offering”) of up to Two Million (2,000,000) shares of the Company’s common stock, par value $0.000001, at a purchase price of $0.02 per share, (“Common Stock”) for an aggregate offering price of forty thousand ($40,000) dollars.

Subscriptions to purchase Common Stock will be solicited until the earlier of: (i) February [__], 2011, unless extended by the Company in its sole discretion without notice for a period of up to an additional [90 days] or (ii) the sale of the entire Offering, (the “Offering Period”).

W I T N E S S E T H:

Whereas, subject to the terms and conditions set forth in this Subscription Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506 promulgated thereunder, the Company desires to issue and sell to the undersigned, and the undersigned desires to purchase from the Company, Common Stock.

Now, Therefore, in consideration of the foregoing premises and the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

A.General.

(1)   The undersigned hereby subscribes for and agrees to purchase from the Company, and the Company agrees to sell to the undersigned, such principal sum of Common Stock as is set forth on 12 page hereof.

(2)   The undersigned herewith tenders to the Company the entire amount of the purchase price by check made payable to the order of “Prime Time Travel, Inc.”

(3)  The undersigned herewith delivers this completed and signed Subscription Agreement for Common Stock of the Company and the completed and signed Subscriber Questionnaire for Common Stock of Prime Time Travel, Inc. (“Subscriber Questionnaire”) to the Company at:

Prime Time Travel, Inc.

809 Heavenly Lane,

Cincinnati, OH 45238

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B.The Common Stock offered will not be registered under the Securities Act of 1933, as amended

The undersigned acknowledges that (i) the Common Stock will not be registered under the 1933 Act, as amended, and the rules and regulations promulgated thereunder, or the securities laws of any state; (ii) absent an exemption, any transfer of the Common Stock would require registration; (iii) the Common Stock are being offered for sale in reliance upon exemptions from registration contained in the 1933 Act and applicable state laws; and (iv) the Company's reliance upon such exemption is based in part upon the undersigned's representations, warranties and agreements contained in this Subscription Agreement and in the Subscriber Questionnaire that the undersigned is also delivering to the Company.

C.Representations, Warranties, Acknowledgements and Agreements

In order to induce the Company to accept this Subscription Agreement, the undersigned represents, warrants, acknowledges and covenants to the Company as follows:

(1)The undersigned understands that (i) this Subscription Agreement may be accepted or rejected in whole or in part by the Company in its sole and absolute discretion, and (ii) this Subscription Agreement shall survive the undersigned's death, disability or insolvency, except that the undersigned shall have no obligation in the event that this Subscription Agreement is rejected by the Company.  In the event that the Company does not accept the undersigned's subscription, or if the Offering is terminated for any reason, the undersigned's subscription payment (or portion thereof, as the case may be) will be returned to the undersigned without interest or deduction. Notwithstanding anything in this Subscription Agreement to the contrary, the Company shall have no obligation to issue any of the Common Stock to any person who is a resident of a jurisdiction in which the issuance of Common Stock to such person would constitute a violation of the relevant securities laws, “blue sky” laws or other similar laws of such jurisdiction.

(2)The undersigned has received and carefully read this Subscription Agreement, as well as any other materials provided to the undersigned as the Company deems necessary for the Offering (collectively, the “Offering Materials”).  In making the decision to invest in the Common Stock, the undersigned has relied solely upon the information provided by the Company in the Offering Materials.  To the extent necessary, the undersigned has discussed with his, her, or its counsel the representations, warranties and agreements which the undersigned makes by signing this Subscription Agreement, the applicable limitations upon the undersigned's resale of the Common Stock, and the risks inherent in the investment made in the Common Stock, including, without limitation, the suitability thereof, and the tax and legal consequences of this Subscription Agreement.  The undersigned disclaims reliance on any statements made or information provided by any person or entity in the course of the undersigned’s consideration of an investment in the Common Stock other than those contained in the Offering Materials.

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(3)The undersigned understands that no federal or state agency has made any finding or determination regarding the fairness of the Offering, or any recommendation or endorsement of the Offering.

(4)The undersigned is purchasing the Common Stock for the undersigned's own account, with the intention of holding the Common Stock for investment purposes, with no present intention of dividing or allowing others to participate in this investment or of reselling or otherwise participating, directly or indirectly, in a distribution of the Common Stock, and shall not make any sale, transfer or other disposition of the Common Stock without registration under the 1933 Act and applicable state securities laws, unless an exemption from registration is available under those laws.  The undersigned is not acquiring any portion of the Common Stock, or any interest therein, on behalf of another person.  No person other than the undersigned has any direct or indirect beneficial interest in the Common Stock subscribed for hereunder by the undersigned.  The undersigned, if an entity, was not formed for the purpose of purchasing the Common Stock.

(5)The undersigned's overall commitment to investments which are not readily marketable is not disproportionate to the undersigned's net worth, and the undersigned's investment in the Common Stock will not cause such overall commitment to become excessive.

(6)The undersigned, if an individual, has adequate means of providing for his or her current needs and personal and family contingencies and has no need for liquidity in his or her investment in the Common Stock.

(7)The undersigned is an “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated by the Securities and Exchange Commission (the “SEC”) under the 1933 Act.  The undersigned is financially able to bear the economic risk of this investment, including the ability to afford holding the Common Stock for an indefinite period or to afford a complete loss of this investment.  The undersigned further understands that the current definition of an accredited investor specifically excludes the undersigned’s primary residence in calculating his or her net worth.

(8)The address shown under the undersigned's signature at the end of this Subscription Agreement is the undersigned's principal residence, if he or she is an individual, or its principal business address, if a corporation or other entity.

(9)The undersigned, together with any offeree representatives of the undersigned has such knowledge and experience in financial business matters as to be capable of evaluating the merits and risks of an investment in the Common Stock.  The undersigned acknowledges that the Offering Materials may not contain all information that is necessary to make an investment decision with respect to the Company and the Common Stock, and that the undersigned must rely on his, her or its own examination of the Company and the terms and conditions of the Offering prior to making any investment decision with respect to the Common Stock.

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(10)The undersigned has been given the opportunity to ask questions of and receive answers from the Company and its executive officers concerning the business and operations of the Company and the terms, provisions, and conditions of the Offering, including, without limitation, the suitability of this investment, and to obtain any such additional information and engage in such due diligence that the undersigned deems necessary or advisable to verify the accuracy of the information contained in the Offering Materials, or such other information as the undersigned desired in order to evaluate an investment in the Company.  The undersigned availed himself, herself or itself of such opportunity to the extent considered appropriate in order to evaluate the merits and risks of the proposed investment.

(11)The undersigned has made an independent evaluation of the merits of the investment and acknowledges the high risk nature of the investment.

(12)The undersigned has accurately completed the Subscriber Questionnaire provided herewith and has executed such Subscriber Questionnaire and any applicable exhibits thereto.

(13)The undersigned understands that the Common Stock has not been registered under the 1933 Act or any state securities laws in reliance on exemptions for private offerings; the Common Stock cannot be resold or otherwise disposed of unless they are subsequently registered under the 1933 Act and applicable state securities laws or an exemption from registration is available.  The certificate(s) representing the Common Stock will bear a legend substantially similar to the legend set forth immediately below until (i) such Common Stock shall have been registered under the 1933 Act and effectively disposed of in accordance with a registration statement, or (ii) in the opinion of counsel reasonably satisfactory to the Company such securities may be sold without registration under the 1933 Act:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE "BLUE SKY" OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE 1933 ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT BUT ONLY UPON A HOLDER THEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE 1933 ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR SIMILAR SECURITIES LAWS."

(i)in the absence of registration by the Company, the Common Stock will not be, and the undersigned will have no rights to require that the Common Stock shall be, registered under the 1933 Act or any state securities laws; the undersigned may have to hold the Common Stock indefinitely and it may not be possible for the undersigned to liquidate his, her or its investment in the Company. The undersigned, understands that an investment in the Common Stock involves a high degree of risk, and he/she/it should not purchase any Common Stock unless he, she or it can afford a complete loss of his, her or its investment and bear the burden of such loss for an indefinite period of time.

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(ii)The undersigned understands there is no public market for the Common Stock and that no public market may develop for the Common Stock.  The undersigned understands that the provisions of Rule 144 promulgated under the 1933 Act to permit resales of the Common Stock are not available for at least six (6) months after the same class of securities is registered under the 1933 Act and the Securities Exchange Act of 1934, as amended (the “1934 Act”), and there can be no assurances that any such class of securities will ever be registered under the 1933 Act or the 1934 Act, or even if such class of securities is registered under the 1933 Act and the 1934 Act, that the conditions necessary thereafter to permit routine sales of the Common Stock under Rule 144 will ever be satisfied, and, if Rule 144 should become available, routine sales made in reliance on its provisions could be made only in limited amounts and in accordance with the terms and conditions of Rule 144.  The undersigned further understands that in connection with the sale of securities for which Rule 144 is not available, compliance with some other exemption from registration will be required.  The undersigned understands that the Company is under no obligation to the undersigned to register any such class of securities or to comply with the conditions of Rule 144 or take any other action necessary in order to make available any exemption for the resale of the Common Stock without registration.

(14)The undersigned, if an individual, is at least 21 years of age.

(15)If at any time prior to issuance of the Common Stock to the undersigned, any representation or warranty of the undersigned shall no longer be true, the undersigned promptly shall give written notice thereof to the Company specifying which representations and warranties are not true and the reason therefor, whereupon the undersigned's subscription may be rejected by the Company in whole or in part.

(16)Notwithstanding the place where this Subscription Agreement may be executed by any of the parties hereto, all of the terms, provisions, and conditions hereof shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to its conflict of laws principles.  Any dispute that may arise out of or in connection with this Subscription Agreement shall be adjudicated before a court located in New York City and the parties hereto submit to the exclusive jurisdiction and venue of the state and local courts of the State of New York located in New York City and of the federal courts in the Southern District of New York with respect to any action or legal proceeding commenced by any party, and irrevocably waive any objection they now or hereafter may have respecting the venue of any action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum, relating to or arising out of this Subscription Agreement or any acts or omissions relating to the sale of the Common Stock, and the undersigned consents to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested, in care of the address set forth below or such other address as the undersigned shall furnish in writing to the Company.

(17)THE UNDERSIGNED HEREBY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT, FRAUD OR OTHERWISE) IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT OR THE UNDERSIGNED'S PURCHASE OF THE COMMON STOCK.

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(18)The undersigned acknowledges that he, she or it understands the meaning and legal consequences of the representations, warranties and acknowledgments contained in this Subscription Agreement and in the Subscriber Questionnaire, and hereby agrees to indemnify and hold harmless the Company, and each of its stockholders, officers, directors, affiliates, controlling persons, agents and representatives, from and against any and all loss, damage, expense, claim, action, suit or proceeding (including the reasonable fees and expenses of legal counsel) as incurred arising out of or in any manner whatsoever connected with (i) a breach of any representation or warranty of the undersigned contained in this Subscription Agreement or in the Subscriber Questionnaire(ii) any sale or distribution by the undersigned in violation of the 1933 Act or any applicable state securities laws or (iii) any untrue statement of a material fact made by the undersigned and contained herein or in the Subscriber Questionnaire, or omission to state herein or in the Subscriber Questionnaire, a material fact necessary in order to make the statements contained herein or in the Subscriber Questionnaire, in light of the circumstances under which they were made, not misleading.  The undersigned acknowledges that such damage could be substantial since (a) the Common Stock are being offered without registration under the 1933 Act in reliance upon the exemption pursuant to Section 4(2) and/or Regulation D of the 1933 Act for transactions by an issuer not involving a public offering and, in various states, pursuant to exemptions from registration, (b) the availability of such exemptions is, in part, dependent upon the truthfulness and accuracy of the representations made by the undersigned herein and in its Subscriber Questionnaire, and (c) the Company will rely on such representations in accepting the undersigned's Subscription Agreement.

(19)The undersigned is not subscribing for the Common Stock as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any solicitation of a subscription by a person not previously known to the undersigned in connection with investments in securities generally.

(20)Unless otherwise indicated on a separate sheet of paper that details any such affiliation submitted by the undersigned to the Company along with this completed Subscription Agreement, the undersigned is not affiliated directly or indirectly with a member broker-dealer firm of the Financial Industry Regulatory Authority ("FINRA")  as an employee, officer, director, partner or shareholder or as a relative or member of the same household of an employee, director, partner or shareholder of a FINRA member broker-dealer firm.

(21)The undersigned is not subject to back-up withholding under any federal, state, or local law.

(22)Except as expressly provided herein, this Subscription Agreement contains the entire agreement between the parties with respect to the transactions contemplated hereunder and may be amended only by a writing executed by all of the parties hereto.  The undersigned represents that he, she or it has full power and authority (corporate, statutory or otherwise) to execute and deliver this Subscription Agreement and the other Offering Materials to which the undersigned is a party and to purchase the Common Stock.  The execution, delivery and performance of this Subscription Agreement and the Subscriber Questionnaire will not:  (i) violate, conflict with or result in a default under any provision of the Certificate or By-Laws (or analogous organizational documents), if any, of the undersigned; or (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency applicable to the undersigned, except for those which do not, or are not reasonably likely to, adversely affect the undersigned’s ability to perform its obligations under this Subscription Agreement and the Subscriber Questionnaire and to consummate the transactions contemplated hereby and thereby.  This Subscription Agreement constitutes the legal, valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms.  This Subscription Agreement supersedes all prior arrangements or understandings with respect thereto, whether oral or written.  The terms and conditions of this Subscription Agreement shall inure to the benefit of and be binding upon the parties and their respective successors, heirs and assigns.

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(23)The undersigned understands that the Company intends to use the net proceeds from the Offering to fund working capital for Prime Time Travel, Inc.

(24)In order to induce the undersigned to execute and deliver this Subscription Agreement, the Company represents, warrants, and covenants to the undersigned as follows:

(1)The Company is a Corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.  The Company has full power and authority to own its properties and to carry on its business as currently conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which such qualification is required, whether by the nature of the business conducted, property owned or otherwise, other than those jurisdictions in which the failure so to qualify or be in good standing would not, individually or in the aggregate, have a Material Adverse Effect.  “Material Adverse Effect” means any material adverse effect on the business, operations, properties, assets, condition (financial or otherwise), prospects or results of operations of the Company, taken as a whole.

(2)The execution, delivery and performance by the Company of this Subscription Agreement and the Offering and sale of Common Stock to accredited investors contemplated hereby shall, assuming the representations and warranties of the undersigned are correct, be in compliance with the exemptions from registration set forth in Regulation D and/or Section 4(2) of the 1933 Act and applicable state securities “blue sky” laws, and the Company, in reliance on the representations and warranties of the undersigned, shall make all filings required to qualify for such exemptions.  No additional permit, license, exemption, consent, authorization or approval of, or the giving of any notice by the Company to, any governmental or regulatory body, agency or authority is required in order for the Company to execute, deliver and perform its obligations hereunder, which has not been made, or will not when required be made, by the Company.  No notice by the Company to any third party, and no consent or approval of any third party, of the Company’s execution, delivery and performance of this Subscription Agreement is required which has not been given or obtained.

(3)The Company has the requisite power and authority to execute and deliver this Subscription Agreement, and perform its obligations herein, and consummate the transactions contemplated hereby.  Upon the acceptance of the undersigned’s subscription by the Company and the execution of this Subscription Agreement by the Company, this Subscription Agreement will be a valid, legal and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or at equity).

(4)The consummation by the Company of the transactions contemplated hereby and issuance of the Common Stock will not result in any conflict with, or result in a violation or breach of any of the terms, conditions or provisions of, or constitute (with or without due notice, lapse of time or both) a default under, or give rise to a right of termination, cancellation or acceleration of any obligation under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) its Certificate of Incorporation; (ii) any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other agreement or instrument to which the Company is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company is subject; or (iii) to its knowledge, any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations or by which any property or asset of the Company is bound).

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(5)There is no action, suit, proceeding, inquiry, notice of violation or investigation before or by any court, arbitrator, public board, government agency, regulatory authority, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against the Company, any officers or managers of the Company in their capacities as such, or any of their respective assets or properties.

(6)The Company has made or filed all United States federal, state and local income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject and all such returns, reports and declarations are true, correct and accurate in all material respects.  The Company has paid all taxes and other governmental assessments and charges, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith, for which adequate reserves have been established, in accordance with GAAP.  No taxing authority has given notice of an assertion, or is threatening to assert, against the Company any deficiency or claim for additional taxes or interest thereon or penalties in connection therewith.

(7)The Company is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Material Contracts, and no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, or condition or conditions, if any, could not reasonably be expected to have a Material Adverse Effect.  “Material Contracts” means any and all contracts or agreements to which the Company is a party and which fall under the term “material contract” as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC, and any and all amendments, modifications, supplements, renewals or restatements thereof.

(8)The Common Stock to be issued to the undersigned pursuant to this Subscription Agreement, when issued and delivered in accordance with the terms of this Subscription Agreement shall be duly authorized, validly issued, fully paid and non-assessable.

D.Miscellaneous

(1)This Subscription Agreement may be executed by facsimile and in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute one agreement.  Execution and delivery of this Subscription Agreement by facsimile transmission (including delivery of documents in Adobe PDF format) shall constitute execution and delivery of this Subscription Agreement for all purposes, with the same force and effect as execution and delivery of an original manually signed copy hereof.

(2)The headings of this Subscription Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Subscription Agreement.

(3)If any provision of this Subscription Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Subscription Agreement in that jurisdiction or the validity or enforceability of any provision of this Subscription Agreement in any other jurisdiction.

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(4)Each Party shall be responsible for all of its out-of-pocket costs and expenses incurred with respect to this Subscription Agreement and the transactions contemplated by this Subscription Agreement.  Nevertheless, in the event that any dispute between the Parties should result in litigation or arbitration, the prevailing party in such dispute shall be entitled to seek to recover from the non-prevailing party in such dispute all reasonable fees, costs and expenses of enforcing any right of the prevailing party, including without limitation, reasonable attorney’s fees and expenses, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment.

(5)This Subscription Agreement supersedes all other prior oral or written agreements among the undersigned, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Subscription Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the undersigned makes any representation, warranty, covenant or undertaking with respect to such matters.  No provision of this Subscription Agreement may be amended other than by an instrument signed by the Company and the undersigned, and no provision hereof may be waived other than by an instrument signed by the party against whom enforcement is sought.

E.Notice Provisions

Any and all notices, demands or requests required or permitted to be given under this Subscription Agreement shall be given in writing and sent, by registered or certified U.S. mail, return receipt requested, by hand, or by overnight courier, addressed to the parties hereto at their addresses set forth above or such other addresses as they may from time-to-time designate by written notice, given in accordance with the terms of this Section E, together with copies thereof as follows:

In the case of the Company to:

Prime Time Travel, Inc.

809 Heavenly Lane,

Cincinnati, OH 45238

In the case of the undersigned, to such address contained in page 10 hereof

Notice given as provided in this Section shall be deemed effective:  (i) on the business day hand delivered (or, if it is not a business day, then the next succeeding business day thereafter), (ii) on the first business day following the sending thereof by overnight courier, receipt acknowledged, and (iii) on the seventh calendar day (or, if it is not a business day, then the next succeeding business day thereafter) after the depositing thereof into the exclusive custody of the U.S. Postal Service.  As used herein, the term business day (other than Saturday or Sunday) shall mean any day when commercial banks are open in the State of New York to accept deposits.

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ALL SUBSCRIBERS MUST COMPLETE THIS PAGE.

________________________________________________________

Exact Name in Which Title is to be Held

Number of Shares of Common Stock Subscribed for: ________________

Total Amount of Subscription: $_______________________________

Type of Ownership (Check One):

_______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ Individual Joint tenants with rights of survivorship Tenants in common Tenants by the entirety Corporation Limited Liability Company Partnership Limited Liability Partnership Limited Partnership Trust Other (specify)

Address	City, State and Zip Code
E-Mail Address

Social Security or Federal Tax Identification Number:______________________________________________

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EXECUTION BY SUBSCRIBER WHO IS A NATURAL PERSON

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on this day of ________, 2011.

(Signature of Subscriber)  (Name Typed or Printed)

ACCEPTED this day  ______________ , 2011, on behalf of the Company.

Prime Time Travel, Inc.
By:	/s/
	President

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EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY

(Corporation, Partnership, Trust, Etc.)

_______________________________

(Name of Entity (Please Print)

By:
	Name
	Title

(seal)

Attest:_________________

 (If Entity is a Corporation)

ACCEPTED this ___ day of ________________, 2011, on behalf of the Company.

Prime Time Travel, Inc.
By:	/s/
	President

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APPENDIX I

SUBSCRIBER QUESTIONNAIRE

(To be completed by all Subscribers)

1)IDENTIFICATION OF OFFEREE:

Name:  Mr. __________________________

Ms. __________________________

DATE OF BIRTH:   ______________________        MARITAL STATUS: __________

TELEPHONE (____) ________________

Do you maintain a house or apartment in any other state:  Yes  _______   No  _______

If yes, please indicate which state(s) ___________________________________________

2)PRINCIPAL BUSINESS OR OCCUPATION:

PRESENT OCCUPATION: _________________________________________________

BUSINESS NAME:________________________________________________________

ADDRESS: ______________________________________________________________

Street                                            City

______________________________________________________________

State                                            Zip

Description of Business Activities (indicate all aspects reflecting knowledge regarding financial matters)

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

Business Activities During Past Five Years (if different than above)

________________________________________________________________________

________________________________________________________________________

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3)EDUCATIONAL BACKGROUND:  Complete applicable items, if any:

	Course	Degree
College
Graduate
Other (specify)

Do you have additional educational background, business experience, or positions with business or other organizations bearing on your knowledge in the fields of accounting, economics, business administration, finance, taxation, securities laws or law in general, financial analysis or related fields?  If so, briefly describe:

___________________________________________________________________________

___________________________________________________________________________

___________________________________________________________________________

___________________________________________________________________________

4)ABILITY TO BEAR ECONOMIC RISK OF INVESTMENT:

a)  Subscriber has had the following annual gross income for each of the two most recent years (Please place initials):

Last Year                                                                  Year Before Last

___ $69,000-99,000                                                 ___ $69,000-99,000

___ $100,000-149,000                                             ___ $100,000-149,000

___ $150,000-199,000                                             ___ $150,000-199,000

___ $200,000+                                                          ___ $200,000+

b)  Subscriber anticipates that his/her gross income for the current calendar year will be (Please initial):

___ $69,000-99,000                                                 ___ $150,000-199,000

___ $100,000-149,000                                             ___ $200,000+

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c)  If married and spouse is separately employed, briefly describe his/her occupation and annual gross income:

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

d)  Subscriber represents his/her net worth (if married, include net worth of spouse) to be:

___ Less than $250,000                                         ___ $750,000-$1,000,000

___ $250,000-$500,000                                          ___ $1,000,000 or more

___ $500,000-$750,000

Subscriber understands and represents that any calculation of his/her net worth excludes such Subscriber’s primary residence.

e)  Please indicate any debts or other obligations, or any other reasonably foreseeable circumstances, that are likely in the future to require you to dispose of the Common Stock:

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

f)  Please indicate any additional information which would enable the Company to assess more completely your ability to understand, evaluate and bear the risks and benefits of your investment in the Common Stock:

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

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5)            USE OF A PURCHASER REPRESENTATIVE:

a)  I consider myself to have such knowledge and experience in financial and business matters to enable me, without assistance of a Purchaser Representative, to evaluate the merits and risks of an investment in the Common Stock.

Yes ___ No ___ [If “No” you must answer 5B.]

My statement that I have such knowledge and experience is based upon the following:

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

[e.g., investment experience, business experience, profession, education, etc.]

b)   A Purchaser Representative will evaluate, and advise me in respect of, the merits and risks of an investment in the Common Stock.

Yes ___ No ___

If yes, please state the name(s) of the Purchaser Representative(s):

____________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

Subscriber certifies that the information being furnished is complete and accurate and may be relied upon to determine whether offers and sales of the Common Stock may be directed to Subscriber. Subscriber agrees to notify the Company immediately upon becoming aware of any material change in any of the information set forth above prior to making an investment.

DATE: ______________________________                                                                            SUBSCRIBER: ________________________

    (Please Type or Print)

SIGNATURE: _________________________

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EX-10.2

EXHIBIT 10.2

No.:

Name:

Number of Shares of Common Stock Subscribed for:

PRIME TIME TRAVEL, INC.

SUBSCRIPTION AGREEMENT

February __, 2011

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OFFERING INFORMATION, LEGENDS, AND NOTICES

THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS PURSUANT TO REGULATION S PROMULGATED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN FILED OR REGISTERED WITH OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE SECURITIES LAW ADMINISTRATOR BECAUSE THEY ARE BELIEVED TO BE EXEMPT FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE ACT.  THESE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (OTHER THAN DISTRIBUTORS) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.  HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.  THIS SUBSCRIPTION AGREEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THE SECURITIES OFFERED HEREBY SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD TO SUSTAIN A LOSS OF THEIR ENTIRE INVESTMENT. INVESTORS WILL BE REQUIRED TO REPRESENT THAT THEY ARE FAMILIAR WITH AND UNDERSTAND THE TERMS OF THIS OFFERING.

THE OFFEREE, BY ACCEPTING DELIVERY OF THE OFFERING MATERIALS, IF ANY, AGREES TO RETURN THE OFFERING MATERIALS AND ALL ACCOMPANYING OR RELATED DOCUMENTS TO THE COMPANY UPON REQUEST IF THE OFFEREE DOES NOT AGREE TO PURCHASE ANY OF THE SECURITIES OFFERED HEREBY.

ANY REPRODUCTION OR DISTRIBUTION OF ANY OFFERING MATERIALS IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF THEIR CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, IS PROHIBITED. ANY PERSON ACTING CONTRARY TO THE FOREGOING RESTRICTIONS MAY PLACE HIM/HERSELF AND THE COMPANY IN VIOLATION OF FEDERAL OR STATE SECURITIES LAWS.

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SUBSCRIPTION AGREEMENT

Prime Time Travel, Inc.

This Subscription Agreement (this “Subscription Agreement”) is furnished to you by Prime Time Travel, Inc., a Delaware corporation (the “Company”) in order for you to subscribe to the offering (the “Offering”) of up to Two Million (2,000,000) shares of the Company’s common stock, par value $0.000001, at a purchase price of $0.02 per share (“Common Stock”) for an aggregate offering price of forty thousand ($40,000) dollars.

Subscriptions to purchase Common Stock will be solicited until the earlier of: (i) February ___, 2011, unless extended by the Company in its sole discretion without notice for a period of up to an additional [90] days or (ii) the sale of the entire Offering, (the “Offering Period”).

W I T N E S S E T H:

Whereas, subject to the terms and conditions set forth in this Subscription Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Regulation S promulgated thereunder, the Company desires to issue and sell to the undersigned, and the undersigned desires to purchase from the Company, Common Stock.

Now, Therefore, in consideration of the foregoing premises and the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

A.           General.

(1)           The undersigned hereby subscribes for and agrees to purchase from the Company, and the Company agrees to sell to the undersigned, such principal sum of Common Stock as is set forth on the signature page hereof.

(2)           The undersigned herewith tenders to the Company the entire amount of the purchase price by check made payable to the order of “Prime Time Travel, Inc.”.

(3)           The undersigned herewith delivers this completed and signed Subscription Agreement for Common Stock of Prime Time Travel, Inc. to the Company at:

Prime Time Travel, Inc.

809 Heavenly Lane,

Cincinnati, OH 45238

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B.           The Common Stock offered will not be registered under the 1933 Act

The undersigned acknowledges that (i) the Common Stock will not be registered under the 1933 Act and the rules and regulations promulgated thereunder, or the securities laws of any state; (ii) absent an exemption, any transfer of the Common Stock would require registration; (iii) the Common Stock are being offered for sale in reliance upon exemptions from registration contained in the 1933 Act and applicable state laws; and (iv) the Company's reliance upon such exemption is based in part upon the undersigned's representations, warranties and agreements contained in this Subscription Agreement that the undersigned is delivering to the Company.

C.           Representations, Warranties, Acknowledgements and Agreements

In order to induce the Company to accept this Subscription Agreement, the undersigned represents, warrants, acknowledges and covenants to the Company as follows:

(1)           The undersigned understands that (i) this Subscription Agreement may be accepted or rejected in whole or in part by the Company in its sole and absolute discretion, and (ii) this Subscription Agreement shall survive the undersigned's death, disability or insolvency, except that the undersigned shall have no obligation in the event that this Subscription Agreement is rejected by the Company.  In the event that the Company does not accept the undersigned's subscription, or if the Offering is terminated for any reason, the undersigned's subscription payment (or portion thereof, as the case may be) will be returned to the undersigned without interest or deduction.

(2)           The undersigned has received and carefully read this Subscription Agreement as well as such other materials as the Company deems necessary to the Offering (collectively, the “Offering Materials”).  In making the decision to invest in the Common Stock, the undersigned has relied solely upon the information provided by the Company in the Offering Materials.  To the extent necessary, the undersigned has discussed with his, her, or its counsel the representations, warranties and agreements which the undersigned makes by signing this Subscription Agreement, the applicable limitations upon the undersigned's resale of the Common Stock, and the risks inherent in the investment made in the Common Stock, including, without limitation, the suitability thereof, and the tax and legal consequences of this Subscription Agreement.  The undersigned disclaims reliance on any statements made or information provided by any person or entity in the course of the undersigned’s consideration of an investment in the Common Stock other than the Offering Materials.

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(3)           The undersigned understands that no federal or state agency has made any finding or determination regarding the fairness of the Offering, or any recommendation or endorsement of the Offering.

(4)           The undersigned is purchasing the Common Stock for the undersigned's own account, with the intention of holding the Common Stock for investment purposes, with no present intention of dividing or allowing others to participate in this investment or of reselling or otherwise participating, directly or indirectly, in a distribution of the Common Stock; and shall not make any sale, transfer or other disposition of the Common Stock without registration under the 1933 Act and applicable state securities laws unless an exemption from registration is available under those laws.  The undersigned is not acquiring any portion of the Common Stock, or any interest therein, on behalf of another person.  No person other than the undersigned has any direct or indirect beneficial interest in the Common Stock subscribed for hereunder by the undersigned.  The undersigned, if an entity, was not formed for the purpose of purchasing the Common Stock.

(5)           The undersigned's overall commitment to investments which are not readily marketable is not disproportionate to the undersigned's net worth, and the undersigned's investment in the Common Stock will not cause such overall commitment to become excessive.

(6)           The undersigned, if an individual, has adequate means of providing for his or her current needs and personal and family contingencies and has no need for liquidity in his or her investment in the Common Stock.

(7)           The undersigned is not a “U.S. Person” as that term is defined in Rule 902(k)(1) of Regulation S, promulgated under the Act, and was not formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”) and such Purchaser is not a broker-dealer.

(8)           The undersigned is not an affiliate of the Company.

(9)           On the date this Subscription Agreement was executed and delivered, the undersigned was outside the United States; no offer to purchase the Common Stock was made in the United States; and the transactions contemplated hereby have not been and will not be pre-arranged by the undersigned with a purchaser located in the United States or who is a U.S. Person.

(10)         All offers or sales of the Common Stock made before the expiration of the applicable “distribution compliance period” for debt securities, as that term is defined in Rule 903 of Regulation S, shall not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) unless the Common Stock are registered under the Act or a valid exemption can be relied upon under both the appropriate U.S. federal or state securities laws.

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(11)         The undersigned will resell the Common Stock only in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration, and the undersigned shall not engage in hedging transactions with regard to the Common Stock unless in compliance with the Act.

(12)         The undersigned is not an underwriter or dealer of the Common Stock; and is not a distributor or participating, pursuant to contractual agreement, in the distribution of the Common Stock.

(13)         The undersigned has been informed and understands that the Common Stock is subject to certain offering restrictions, which include the following: (A) the Common Stock is deemed to be “restricted securities” within the meaning of Rule 144 under the Act; and (B) that the Common Stock will bear a restrictive legend.

(14)         The undersigned understands that the Common Stock are being offered and issued in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying on the truth and accuracy of the representations, warranties, and agreements of the undersigned set forth herein in order to determine the applicability of such exemptions and the suitability of the undersigned to acquire the Common Stock.

(15)         The undersigned is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of receiving the Common Stock, and to make an informed decision relating thereto.

(16)         The undersigned understands that in the United States Securities and Exchange Commission’s (“SEC”) view, the statutory basis for the exemption claimed for this transaction would not be available if the offering, though in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Act; and the undersigned confirms that its purchase is not part of any such plan or scheme.

(17)         The undersigned is acquiring the Common Stock for investment purposes and has no present intention to sell the Common Stock in the United States or to a U.S. Person or for the account or benefit of a U.S. Person either now or promptly after the expiration of the “distribution compliance period.”

(18)         The undersigned is purchasing the Common Stock for his own account or for the account of beneficiaries for whom the undersigned has full investment discretion with respect to stock and whom the undersigned has full authority to bind, so that each such beneficiary is bound hereby as if such beneficiary were a direct subscriber hereunder and all representations, warranties, and agreements herein were made directly by such beneficiary.

(19)         The undersigned has not, and will not, engage in any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities sold hereunder.  To the best knowledge of the undersigned, neither the Company nor any person acting for the Company has conducted any "directed selling efforts" as that term is defined in Rule 902 of Regulation S.  Such activities include placing an advertisement in a publication “with a general circulation in the United States” that refers to the offering of the Common Stock described in this Subscription Agreement.

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(20)         The undersigned, in electing to subscribe for the Common Stock hereunder, has relied solely upon the representations and warranties of the Company set forth in this Subscription Agreement and on independent investigation made by him and his representatives, if any.  The undersigned has been given the opportunity to ask questions of, and receive answers from the Company concerning the terms and conditions of this Offering and to obtain such additional written information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the same as the undersigned desires in order to evaluate the investment. The undersigned has been given no oral or written representation or assurance from the Company or any representative of the Company other than as set forth in this Subscription Agreement or in a document executed by a duly authorized representative of the Company making reference to this Subscription Agreement.  The undersigned has received answers and information in response to its investigation that it deems to be complete and satisfactory. The undersigned shall keep confidential and not disclose to any third party any and all information and documents received from or on behalf of the Company.

(21)         The address shown under the undersigned’s signature at the end of this Subscription Agreement is the undersigned’s principal residence, if he is an individual, or its principal business address if a corporation or other entity.

(22)         The undersigned is not subject to back-up withholding under applicable United States, international, or local law.

(23)         The undersigned acknowledges that Regulation S restricts the offer or sale of the Common Stock to a U.S. Person or for the account or benefit of a U.S. Person for a period of forty days commencing on the date of closing of this offering. Rule 902(f) and Rule 903 govern the forty day distribution compliance period. In the event that multiple purchasers are accepted by the Company, the forty day distribution compliance period shall begin only after the closing date of the entire offering to all purchasers. The undersigned understands that the Company will refuse to register any transfer of the Common Stock not made in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration, and it will instruct its transfer agent to place a stop transfer order on any certificates representing such Common Stock, which are attempted to be transferred contrary to the above conditions.

The Common Stock, which the undersigned will receive, will contain a legend substantially as follows:

"The securities represented by this certificate have been issued pursuant to Regulation S promulgated under the Securities Act of 1933, as amended ("Act"), and have not been registered under the Act. Transfer of these shares is prohibited except in accordance with Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration, and hedging transactions involving these securities may not be conducted unless in compliance with the Act.  These shares may not be offered or sold within the United States or to, or for the account of, a "U.S. Person" (as that term is defined in Regulation S) until after the 40th day following the closing date of the offering. After such date, this legend shall have no further effect."

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That (i) if the Common Stock becomes publicly traded, any necessary stop transfer orders will be placed upon the Common Stock in accordance with the Act, and (ii) the Company is under no obligation to aid the undersigned in obtaining any exemption from the registration requirements.

(24)         The foregoing representations and warranties are true and correct as of the date hereof, as well as of the date the Company accepts this Subscription Agreement, and shall survive thereafter. The undersigned understands that the Company is relying upon the undersigned’s representations contained in this Subscription Agreement.

(25)         The undersigned understands the meaning and legal consequences of the representations and warranties which are contained herein and hereby agrees to indemnify, save and hold harmless the Company and its officers, directors and counsel, from and against any and all claims or actions arising out of a breach of any representation, warranty or acknowledgment of the undersigned contained in this Subscription Agreement.  Such indemnification shall be deemed to include not only the specific liabilities or obligations with respect to which such indemnity is provided, but also all reasonable costs, expenses, counsel fees and expenses of settlement relating thereto, whether or not any such liability or obligation shall have been reduced to judgment.  In addition, the undersigned’s representations, warranties and indemnification contained herein shall survive the undersigned’s purchase of the Common Stock hereunder.

(26)         The address shown under the undersigned's signature at the end of this Subscription Agreement is the undersigned's principal residence if he or she is an individual, or its principal business address if a corporation or other entity.

(27)         The undersigned, together with any offeree representatives of the undersigned has such knowledge and experience in financial business matters as to be capable of evaluating the merits and risks of an investment in the Common Stock.  The undersigned acknowledges that the Offering Materials may not contain all information that is necessary to make an investment decision with respect to the Company and the Common Stock and that the undersigned must rely on his, her or its own examination of the Company and the terms and conditions of the Offering prior to making any investment decision with respect to the Common Stock.

(28)         The undersigned has been given the opportunity to ask questions of and receive answers from the Company and its executive officers concerning the business and operations of the Company and the terms, provisions, and conditions of the Offering, including, without limitation, the suitability of this investment and to obtain any such additional information and engage in such due diligence that the undersigned deems necessary or advisable to verify the accuracy of the information contained in the Offering Materials, or such other information as the undersigned desired in order to evaluate an investment in the Company; and the undersigned availed himself, herself or itself of such opportunity to the extent considered appropriate in order to evaluate the merits and risks of the proposed investment.

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(29)         The undersigned has made an independent evaluation of the merits of the investment and acknowledges the high risk nature of the investment.

(30)         The undersigned, if an individual, is at least 21 years of age.

(31)         If at any time prior to issuance of the Common Stock to the undersigned, any representation or warranty of the undersigned shall no longer be true, the undersigned promptly shall give written notice thereof to the Company specifying which representations and warranties are not true and the reason therefor, whereupon the undersigned's subscription may be rejected by the Company in whole or in part.

(32)         Notwithstanding the place where this Subscription Agreement may be executed by any of the parties hereto, all of the terms, provisions, and conditions hereof shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to its conflict of laws principles.  Any dispute that may arise out of or in connection with this Subscription Agreement shall be adjudicated before a court located in New York City and the parties hereto submit to the exclusive jurisdiction and venue of the state and local courts of the State of New York located in New York City and of the federal courts in the Southern District of New York with respect to any action or legal proceeding commenced by any party, and irrevocably waive any objection they now or hereafter may have respecting the venue of any action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum, relating to or arising out of this Subscription Agreement or any acts or omissions relating to the sale of the Common Stock, and the undersigned consents to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested, in care of the address set forth below or such other address as the undersigned shall furnish in writing to the Company.

(33)        THE UNDERSIGNED HEREBY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT, FRAUD OR OTHERWISE) IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT OR THE UNDERSIGNED'S PURCHASE OF THE COMMON STOCK.

(34)         The undersigned is not subscribing for the Common Stock as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any solicitation of a subscription by a person not previously known to the undersigned in connection with investments in securities generally.

(35)         Unless otherwise indicated on a separate sheet of paper that details any such affiliation submitted by the undersigned to the Company along with this completed Subscription Agreement, the undersigned is not affiliated directly or indirectly with a member broker-dealer firm of the Financial Industry Regulatory Authority ("FINRA")  as an employee, officer, director, partner or shareholder or as a relative or member of the same household of an employee, director, partner or shareholder of a FINRA member broker-dealer firm.

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(36)         The undersigned understands that the Company intends to use the net proceeds from the Offering will be used to fund working capital for Prime Time Travel, Inc.

In order to induce the undersigned to execute and deliver this Subscription Agreement, the Company represents, warrants, and covenants to the undersigned as follows:

(1)           The Company is a Corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.  The Company has full power and authority to own its properties and to carry on its business as currently conducted.The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which such qualification is required, whether by the nature of the business conducted, property owned or otherwise, other than those jurisdictions in which the failure so to qualify or be in good standing would not, individually or in the aggregate, have a Material Adverse Effect.  “Material Adverse Effect” means any material adverse effect on the business, operations, properties, assets, condition (financial or otherwise), prospects or results of operations of the Company, taken as a whole.

(2)           The execution, delivery and performance by the Company of this Subscription Agreement and the Offering and sale of Common Stock to accredited investors contemplated hereby shall, assuming the representations and warranties of the undersigned are correct, be in compliance with the exemptions from registration set forth in Regulation D and/or Section 4(2) of the 1933 Act and applicable state securities “blue sky” laws, and the Company, in reliance on the representations and warranties of the undersigned, shall make all filings required to qualify for such exemptions.  No additional permit, license, exemption, consent, authorization or approval of, or the giving of any notice by the Company to, any governmental or regulatory body, agency or authority is required in order for the Company to execute, deliver and perform its obligations hereunder, which has not been made, or will not when required be made, by the Company.  No notice by the Company to any third party, and no consent or approval of any third party, of the Company’s execution, delivery and performance of this Subscription Agreement is required which has not been given or obtained.

(3)           The Company has the requisite power and authority to execute and deliver this Subscription Agreement, and perform its obligations herein, and consummate the transactions contemplated hereby.  Upon the acceptance of the undersigned’s subscription by the Company and the execution of this Subscription Agreement by the Company, this Subscription Agreement will be a valid, legal and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or at equity).

(4)           The consummation by the Company of the transactions contemplated hereby and issuance of the Common Stock will not result in any conflict with, or result in a violation or breach of any of the terms, conditions or provisions of, or constitute (with or without due notice, lapse of time or both) a default under, or give rise to a right of termination, cancellation or acceleration of any obligation under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) its Certificate of Formation; (ii) any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other agreement or instrument to which the Company is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company is subject; or (iii) to its knowledge, any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and the rules and regulations of FINRA or by which any property or asset of the Company is bound.

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(5)           There is no action, suit, proceeding, inquiry, notice of violation or investigation before or by any court, arbitrator, public board, government agency, regulatory authority, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against the Company, any officers or managers of the Company in their capacities as such, or any of their respective assets or properties.

(6)           The Company has made or filed all United States federal, state and local income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject and all such returns, reports and declarations are true, correct and accurate in all material respects.  The Company has paid all taxes and other governmental assessments and charges, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith, for which adequate reserves have been established, in accordance with GAAP.  No taxing authority has given notice of an assertion, or is threatening to assert, against the Company any deficiency or claim for additional taxes or interest thereon or penalties in connection therewith

(7)           The Company is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Material Contracts, and no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, or condition or conditions, if any, could not reasonably be expected to have a Material Adverse Effect.  "Material Contracts" means any and all contracts or agreements to which the Company is a party and which fall under the term “material contract” as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC, and any and all amendments, modifications, supplements, renewals or restatements thereof.

(8)           The Common Stock to be issued to the undersigned pursuant to this Subscription Agreement, when issued and delivered in accordance with the terms of this Subscription Agreement shall be duly authorized, validly issued, fully paid and non-assessable.

(9)           The Common Stock offered hereby is being offered pursuant to an exemption from the registration requirements of the Act and applicable state securities laws for nonpublic offerings.  To this end, the Company has not offered or sold the Common Stock to any person in the United States, or, to the best knowledge of the Company, to any identifiable groups of U.S. citizens abroad, or to any U.S. Person as that term is defined in Regulation S, nor has the Company offered or sold the Common Stock for the account or benefit of any U.S. Person.  At the time of the execution and delivery of this Subscription Agreement, the Company and/or its agents reasonably believed that the undersigned was outside the United States and was not a U.S. Person.

(10)         The Company and/or its agents believe that the transaction contemplated hereby has not been pre-arranged with a buyer in the United States.

(11)         The Company has not conducted any "directed selling efforts" as that term is defined in Rule 902 of Regulation S nor has Company conducted any general solicitation relating to the offer and sale of the Common Stock to persons resident within the United States or any other U.S. Person as that term is defined in Rule 902 of Regulation S.

(12)         As required by Regulation S, the Company must agree, and does hereby agree, that it will refuse to register any transfer of the Common Stock not made in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; provided, however, that if the securities are in bearer form or foreign law prevents the Company from refusing to register securities transfers, other reasonable procedures (such as the legend described above) are implemented to prevent any transfer of the securities not made in accordance with the provisions of Regulation S.

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D.           Registration Rights

The undersigned shall have no the registration rights with respect to the Common Stock.

E.           Miscellaneous

(1)           This Subscription Agreement may be executed by facsimile and in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute one agreement.  Execution and delivery of this Agreement by facsimile transmission (including delivery of documents in Adobe PDF format) shall constitute execution and delivery of this Agreement for all purposes, with the same force and effect as execution and delivery of an original manually signed copy hereof.

(2)           The headings of this Subscription Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

(3)           If any provision of this Subscription Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

(4)           Each Party shall be responsible for all of its out-of-pocket costs and expenses incurred with respect to this Agreement and the transactions contemplated by this Subscription Agreement.  Nevertheless, in the event that any dispute between the Parties should result in litigation or arbitration, the prevailing party in such dispute shall be entitled to seek to recover from the non-prevailing party in such dispute all reasonable fees, costs and expenses of enforcing any right of the prevailing party, including without limitation, reasonable attorney’s fees and expenses, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment.

(5)           This Subscription Agreement supersedes all other prior oral or written agreements among each of the Purchasers, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the Parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor any Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters.  No provision of this Subscription Agreement may be amended other than by an instrument signed by the Company and each of the affected Purchasers, and no provision hereof may be waived other than by an instrument signed by the Party against whom enforcement is sought.

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E.           Notice Provisions

Any and all notices, demands or requests required or permitted to be given under this Subscription Agreement shall be given in writing and sent, by registered or certified U.S. mail, return receipt requested, by hand, or by overnight courier, addressed to the parties hereto at their addresses set forth above or such other addresses as they may from time-to-time designate by written notice, given in accordance with the terms of this Section E, together with copies thereof as follows:

In the case of the Company to:

Prime Time Travel, Inc.

809 Heavenly Lane,

Cincinnati, OH 45238

In the case of any owner of equity securities of the Company, to:

The address of such equity owner on the books and records of the Company.

Notice given as provided in this Section shall be deemed effective:  (i) on the business day hand delivered (or, if it is not a business day, then the next succeeding business day thereafter), (ii) on the first business day following the sending thereof by overnight courier, receipt acknowledged, and (iii) on the seventh calendar day (or, if it is not a business day, then the next succeeding business day thereafter) after the depositing thereof into the exclusive custody of the U.S. Postal Service.  As used herein, the term business day (other than Saturday or Sunday) shall mean any day when commercial banks are open in the State of New York to accept deposits.

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ALL SUBSCRIBERS MUST COMPLETE THIS PAGE.

________________________________________________________

Exact Name in Which Title is to be Held

Number of Shares of Common Stock Subscribed for: ________________

Total Amount of Subscription: $_______________________________

Type of Ownership (Check One):

_______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ _______________ Individual Joint tenants with rights of survivorship Tenants in common Tenants by the entirety Corporation Limited Liability Company Partnership Limited Liability Partnership Limited Partnership Trust Other (specify)

Address	City, State and Zip Code
E-Mail Address

Social Security or Federal Tax Identification Number:______________________________________________

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EXECUTION BY SUBSCRIBER WHO IS A NATURAL PERSON

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on this day of ________, 2011.

PURCHASER:
(Signature of Purchaser)	(Name Typed or Printed)

ACCEPTED as of the ___ day of _________, 2011

Prime Time Travel, Inc.
By:	/s/
	President

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EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY

(Corporation, Partnership, Trust, Etc.)

_______________________________

(Name of Entity (Please Print)

By:	/s/
	Name
	Title

(seal)

Attest:_________________

 (If Entity is a Corporation)

ACCEPTED this ___ day of ________________, 2011, on behalf of the Company.

Prime Time Travel, Inc.
By:	/s/
	President

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Prime Time Travel, Inc.

We consent to the inclusion in this Registration Statement on Form S-1 filed with the SEC (the “Registration Statement”), of our report dated June 3, 2011, relating to the balance sheet of Prime Time Travel, Inc. as of December 31, 2010, and the related statements of stockholders’ deficit and cash flows for the period from November 23, 2010 (inception) through December 31, 2010 appearing in the Prospectus, which is a part of such Registration Statement.  We also consent to the reference to our firm under the caption “Experts” in such Registration Statement.

June 3, 2011	By:	/s/ Li & Company, PC
		Li & Company, PCSkillman, New Jersey