0001144204-14-002568.txt : 20140116 0001144204-14-002568.hdr.sgml : 20140116 20140116155327 ACCESSION NUMBER: 0001144204-14-002568 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20140116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Luxurious Travel Corp. CENTRAL INDEX KEY: 0001536394 IRS NUMBER: 200347908 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-193386 FILM NUMBER: 14532091 BUSINESS ADDRESS: STREET 1: 1535 JACKSON ST. STREET 2: TRAVEL GALLERY CITY: HOLLYWOOD STATE: FL ZIP: 33020 BUSINESS PHONE: 954-628-3592 MAIL ADDRESS: STREET 1: 1535 JACKSON ST. STREET 2: TRAVEL GALLERY CITY: HOLLYWOOD STATE: FL ZIP: 33020 S-1 1 v365491_s1.htm FORM S-1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

THE LUXURIOUS TRAVEL CORP.

(Exact name of registrant as specified in its charter)

Florida	561599	20-0347908
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

THE LUXURIOUS TRAVEL CORP.

Attention: Todd Delmay, CEO
1535 Jackson Street

Hollywood, FL 33020

Telephone No.: 954-628-3594

(Address and telephone number of principal executive offices and principal place of business)

THE LUXURIOUS TRAVEL CORP.

Attention: Todd Delmay, CEO
1535 Jackson Street

Hollywood, FL 33020

Telephone No.: 954-628-3594

(Name, address and telephone number of agent for service)

Communication Copies to:

Law Office of James G. Dodrill II, P.A.

Jim Dodrill, Esq.

5800 Hamilton Way

Boca Raton, FL 33496

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

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

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

If this Form is a post-effective amendment filed pursuant to Rule 462(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. ¨

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. ¨

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	¨	Non-accelerated filer	¨

Accelerated filer	¨	Smaller reporting company	x

CALCULATION OF REGISTRATION FEE

Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee

Common Stock, $0.0001 par value to be sold by Selling Shareholders		30,100,000	$	0.20	$	6,020,000	$	821.13

TOTAL		30,100,000	$	0.20	$	6,020,000	$	821.13

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.

The information in this Prospectus is not complete and may be changed. We 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.

PRELIMINARY PROSPECTUS

Subject to completion, dated January 16, 2014

THE LUXURIOUS TRAVEL CORP.

30,100,000 SHARES OF COMMON STOCK

Prospectus

January 16, 2014

This is our initial public offering. We are offering a total of 30,100,000 shares of our common stock, all of which are being offered by Selling Shareholders. The Selling Shareholders will offer and sell their shares at a price of $0.20 per share until our shares are quoted on the Over the Counter Bulletin Board (“OTC Bulletin Board”). If and when our common stock becomes quoted on the OTC Bulletin Board, the shares owned by the Selling Shareholders may be sold in the over-the-counter market, or otherwise, at prices and terms then prevailing or at prices related to the then-current market price, or in negotiated transactions. Although we will incur expenses in connection with the registration of the common stock, we will not receive any of the proceeds from the sale of the shares of common stock by the selling stockholders.

Our common stock is not listed for trading on any stock exchange or stock market. Following the effectiveness of the registration statement, which this prospectus is part of, we will apply to list our Common Stock for quotation on the OTC Bulletin Board. There can be no assurance, however, that we will be able to list our shares on the OTC Bulletin Board or anywhere else or that any market for our stock will ever develop.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, we are eligible to use reduced public company reporting requirements.

This investment involves a high degree of risk. You should purchase shares only if you can afford a complete loss. See “Risk Factors” beginning on page 4.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

No person has been authorized to give any information other than that contained in this Prospectus, or to make any representations in connection with the Offering made hereby, and, if given or made, such other information or representations must not be relied upon as having been authorized by our Company.

The date of this Prospectus is January 16, 2014.

TABLE OF CONTENTS

Prospectus Summary		1

Risk Factors		4

Use of Proceeds		10

Determination of Offering Price		10

Selling Security Holders		11

Plan of Distribution		12

Description of Securities to be Registered		13

Interests of Named Experts and Counsel		14

Description of Business		15

Description of Property		20

Legal Proceedings		20

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		20

Market for Common Equity and Related Stockholder Matters		21

Penny Stock Rules		21

Management Discussion and Analysis of Financial Condition and Results of Operations		23

Directors, Executive Officers, Promoters and Control Persons		26

Executive Compensation		27

Security Ownership of Certain Beneficial Owners and Management		28

Transactions with Related Persons, Promoters and Certain Control Persons		29

Disclosure of Commission Position on Indemnification for Securities Act Liabilities		29

Financial Statements		F-1

We have not authorized any person to give you any supplemental information or to make any representations for us. You should not rely upon any information about our company that is not contained in this prospectus. Information contained in this prospectus may become stale. You should not assume that the information contained in this prospectus or any prospectus supplement is accurate as of any date other than their respective dates, regardless of the time of delivery of this prospectus, any prospectus supplement or of any sale of the shares. Our business, financial condition, results of operations and prospects may have changed since those dates. The selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted.

The following summary is qualified in its entirety by the more detailed information and financial statements appearing elsewhere or incorporated by reference in this Prospectus. All references in this Prospectus to Shares are as of the date of this prospectus, unless otherwise specified. Before investing in our common stock, you should read this entire prospectus carefully, especially the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, as well our financial statements and related notes included elsewhere in this prospectus. In this prospectus, the terms “The Luxurious Travel Corp.,” “Company,” “we,” “us” and “our” refer to The Luxurious Travel Corp.

PROSPECTUS SUMMARY

The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in our securities. Before making an investment decision, you should read the entire prospectus carefully, including the "risk factors" section, the financial statements and the notes to the financial statements.

The Company - Who We Are; Mission Statement

We are a Florida corporation and were formed on October 17, 2003. Our mission is to develop, market and distribute a hotel booking engine software that interfaces and captures various rate channels and inventory controls for hotel reservations. The system allows users to market, manage and sell hotel reservations, and to produce invoices, track follow up and manage customer relationships.

Our primary business objective is to maximize earnings and cash flow by increasing the profitability of the sale and/or re-sale of hotel room reservations through proprietary software. By leveraging the attractiveness of the software, the system will be licensed to others such as travel agents, meeting planners and convention and visitors bureaus.

SUMMARY

Luxurious Travel specializing in the sales and marketing of hotel, particularly in the luxury and group travel segment. We believe that the company embodies an exciting concept for combining reliability, broad channel access and superior service with online bookings. Our staff possesses the education and background necessary to be competitive in a tight but evolving marketplace.

Our management team has identified a key opportunity for providing a more complete technology solution than what currently exists. Through a single interface, users are able to evolve with the leading trends of the travel industry, and even create packages combing traditional “retail” services with additional “wholesale” products. The term “wholetailing” was coined for this concept, and yet few resources are available to take this to its logical next step. The system has initially assisted Luxurious Travel in streamlining its own travel sales functions, and will further be exploited through sales and leasing opportunities to others companies.

The company also embraces an interactive marketing and web-based strategy for sourcing hotel inventory that meets consumer needs. Both leisure and business travelers find a clearer web alternative than national brands which do not have the same high-touch customer service. For example, festival planners and convention organizers cannot offer their exhibitors and attendees information specific to their event through leading online travel agencies. However, through the use of the system the end user is able to take advantage of web-based shopping, best-available rates, and information and add-on options specific to their trip.

We currently maintain our executive offices at 1535 Jackson Street, Hollywood, FL 33020. Our telephone number is (954) 628-3594.

The Offering

Securities Offered	30,100,000 shares of common stock, all of which are being offered by selling stockholders who will offer and sell the shares of our common stock at the price of $0.20 per share. If and when our common stock becomes quoted on the OTC Bulletin Board, the shares owned by the selling stockholders may be sold at prices and terms then prevailing or at prices related to the then-current market price, or in negotiated transactions.

Use of Proceeds	We will not receive any proceeds from the sale of common stock by our Selling Shareholders. The Selling Shareholders may sell or distribute their common stock through ordinary brokers’ transactions, in privately negotiated transactions or in one or more of several other manners. See “Plan of Distribution.”

Common Stock Outstanding, before offering	30,100,000

Common Stock Outstanding, after offering	30,100,000

Dividend Policy	We do not intend to pay dividends on our common stock. We plan to retain any earnings for use in the operation of our business and to fund future growth.

Risk Factors

The securities offered by this prospectus are highly speculative and very risky. We have described the material risks that we face below. Before you buy, consider the risk factors described and the rest of this prospectus. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this prospectus. Please refer to “Special Note Regarding Forward-looking Statements” on page 9.

RISK FACTORS

The shares of our common stock being offered for resale by the selling security holders are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares of common stock, you should carefully consider the following factors relating to our business and prospects. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of your investment. You should carefully consider the risks described below and the other information in this process before investing in our common stock.

Risks Related to our Business

We have very little operating capital.

The growth of our business will require additional investment. We do not presently have adequate cash from operations or financing activities to meet our long-term needs. As of September 30, 2013 we had a total of $13,291 in capital to use in executing our business plan. We anticipate that unless we are able to generate net revenue or raise net proceeds of at least $100,000 within the next 12 months that it will be difficult to execute our business plan in a meaningful way. However, even if we achieve net revenue or raise net proceeds of $100,000 there can be no assurance that we will be successful in executing our plan or achieving profitability. Due to our early stage of growth, regardless of the amount of funds we have, there is a substantial risk that all investors may lose all of their investment. We expect that we will seek additional financing in the future. However, we may not be able to obtain additional capital or generate sufficient revenues to fund our operations.

Our independent auditor has expressed doubts about our ability to continue as a going concern.

We we are devoting substantially all of our present efforts in establishing a new business and we have achieved only minimal revenues. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Management's plans regarding our ability to continue as a going concern are disclosed in Note 2 to the financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our officers and directors are not required to continue as shareholders and may not maintain an equity interest in the company in which case their interests may not mirror those of our shareholders.

There is no requirement that our current or any of our future officers and/or directors retain any of their shares of our common stock. Accordingly, there is no assurance that all or any of our current or future officers and/or directors will continue to maintain an equity interest in the company. Our current officers and directors currently intend to remain as officers and directors of the company for the foreseeable future, even if they were to sell all or a portion of their shares.

We are dependent on the services of our Chief Executive Officer and the loss of those services would have a material adverse effect on our business.

We are highly dependent on the services of Todd Delmay, our Chief Executive Officer. Mr. Todd Delmay maintains responsibility for our overall corporate operational strategy. Mr. Todd Delmay has over 20 years’ experience in the travel industry and the loss of his services would have a material adverse effect upon our business and prospects.

Our CEO holds the voting power to control our affairs and may make decisions that do not necessarily benefit all shareholders equally.

As of the date of this prospectus, our CEO is our largest shareholder and he owns approximately 83.1% of our outstanding Common Stock. Consequently, he is in the position to control matters submitted for shareholder votes, including election of our Board of Directors and to exercise control over our affairs, generally.

We are an “emerging growth company” under the JOBS Act of 2012 and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies (other than smaller reporting companies) that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We are also currently able to take advantage of these exemptions as a smaller reporting company. In addition, emerging growth companies are entitled to take advantage of exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. By comparison, smaller reporting companies (unless they are also emerging growth companies) are subject to the requirements of holding nonbinding advisory votes on executive compensation, and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Furthermore, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30.

Our status as an “emerging growth company” under the JOBS Act of 2012 may make it more difficult to raise capital as and when we need it.

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

Risks Related to Our Industry

Economic downturns may adversely affect our sales.

A downturn in the economy may affect consumer purchases of discretionary items, which could adversely affect our sales. Our success depends on the sustained demand for our products and services. Consumer purchases of discretionary items, such as many of our products and services, tend to decline during recessionary periods when disposable income is lower. These downturns have been characterized by diminished product demand and subsequent accelerated erosion of average selling prices. A general slowdown in the economies in which we sell our products and services or even an uncertain economic outlook could adversely affect consumer spending on our products and services and, in turn, our sales and results of operations.

We operate in a highly competitive market, and we may not be able to compete effectively.

The market for travel products is intensely competitive. We compete with a variety of companies with respect to each product or service we offer, including:

• InterActiveCorp, an interactive commerce company, which owns or controls numerous travel-related enterprises, including Expedia, an online travel agency, Hotels.com, a distributor of online lodging reservations, and Ticketmaster and Citysearch, both of which offer destination information and tickets to attractions;

• Sabre Holdings, which owns Travelocity, an online travel agency, GetThere, a provider of online corporate travel technology and services, and the Sabre Travel Network, a GDS;

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

• other consolidators and wholesalers of airline tickets, lodging and other travel products, including priceline.com, Hotwire, and Travelweb;

• travel agencies targeting the corporate market, such as American Express, Navigant, TQ3/Maritz, World Travel Partners and Carlson Wagonlit, which compete against our Orbitz for Business service;

• other local, regional, national and international traditional travel agencies servicing leisure and business travelers; and

• operators of other GDSs, which control the computer systems through which travel reservations historically have been booked.

Many of our competitors have longer operating histories, larger customer bases, more established brands and significantly greater financial, marketing and other resources than we do. Some of our competitors benefit from vertical integration with GDSs. In particular, we believe our two primary competitors in the online travel products market to be Expedia and Travelocity, which have each operated their respective businesses for significantly longer than Orbitz and may benefit from greater market share, brand recognition, product diversification, scale and operating experience than we do. In addition, Expedia and Travelocity, unlike Orbitz, have each established exclusive relationships as preferred travel partners for widely used Internet destinations such as America Online, MSN and Yahoo!. These arrangements, and similar relationships Expedia and Travelocity may be able to secure in the future, could provide them with a significant advantage in obtaining new customers. Furthermore, the flexibility of being able to provide biased displays for fares may provide Expedia, Travelocity and other competitors an opportunity to receive additional incentive payments from their suppliers. We expect Expedia and Travelocity will devote significant financial and operating resources to maintain their respective positions in the online travel products market.

We expect existing competitors and business partners and new entrants to the travel business to constantly revise and improve their business models in response to challenges from competing Internet-based businesses, including ours. For example, firms that provide services to us and our competitors may introduce pricing or other business changes that adversely affect Orbitz' attractiveness to suppliers in favor of our competitors. Similarly, some of our airline suppliers have recently entered into arrangements with GDS providers containing "most favored nations" obligations in which they have committed, in exchange for reduced GDS booking fees, to provide to the GDS and its subscribers, including some of our online travel agency competitors, all fares the supplier offers to the general public through any distribution channel. The effect of these arrangements may be to preclude Orbitz from successfully bargaining for superior airline inventory or other promotional advantages, and to reduce the relative attractiveness of Orbitz as a low cost distribution channel for these airlines. If Expedia, Travelocity or other travel industry participants introduce changes or developments we cannot meet in a timely or cost-effective manner, our business may be adversely affected. We cannot assure you that we will be able to effectively compete with Expedia, Travelocity or with other travel industry providers.

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

Risks Related to Legal Uncertainty

Because legislation in the United States, including the Sarbanes-Oxley Act of 2002, increases the cost of compliance with federal securities regulations as well as the risks of liability to officers and directors, we may find it more difficult to retain or attract officers and directors.

The Sarbanes-Oxley Act was enacted in the United States in response to public concerns regarding corporate accountability in connection with accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the United States SEC, under the Securities Exchange Act of 1934 (“Exchange Act”). Upon becoming a public company in the United States, we will be required to comply with the Sarbanes-Oxley Act and it is costly to remain in compliance with the federal securities regulations. Additionally, we may be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of the Sarbanes-Oxley Act. The enactment of the Sarbanes-Oxley Act has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles. Significant costs incurred as a result of becoming a public company could divert the use of finances from our operations resulting in our inability to achieve profitability.

Risks Related to Our Common Stock

You may not be able to buy or sell our stock at will and may lose your entire investment.

We are not listed on any stock exchange at this time. We hope to become a bulletin board traded company. These are often known as "penny stocks" and are subject to various regulations involving certain disclosures to be given to you prior to the purchase of any penny stocks. These disclosures require you to acknowledge you understand the risk associated with buying penny stocks and that you can absorb the entire loss of your investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is volatile and you may not be able to buy or sell the stock when you want.

There can be no assurance that an active market for our Common Stock will develop. If an active public market for our Common Stock does not develop, shareholders may not be able to re-sell the Common Stock that they own and affect the value of their Common Stock.

The Financial Industry Regulatory Authority sales practice requirements may also limit our shareholders’ ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority, or “FINRA”, has adopted rules that require that in recommending an investment to a customer, a broker-dealer must 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, broker-dealers 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 at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for Common Stock.

Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations which may limit our shareholders’ ability to buy and sell our stock.

We anticipate that for the foreseeable future our stock will be a penny stock. The SEC has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. 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 in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market.

We do not expect to pay dividends in the future. Any return on investment may be limited to the value of our Common Stock.

We do not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on our Common Stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and development and marketing efforts. There can be no assurance that our company will ever have sufficient earnings to declare and pay dividends to the holders of our Common Stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors. If we do not pay dividends, our Common Stock may be less valuable because a return on your investment will only occur if its stock price appreciates.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this report, including in the documents incorporated by reference into this report, includes some statements that are not purely historical and that are “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our and our management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition and results of operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes, “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this report are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. Those that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the following forward-looking statements, involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions.

USE OF PROCEEDS

We will not receive any proceeds from the sale of securities being offered by our Selling Shareholders.

DETERMINATION OF OFFERING PRICE

Prior to this offering, there has been no market for our common stock. The offering price of the shares was arbitrarily determined and bears no relationship to assets, book value, net worth, earnings, actual results of operations, or any other established investment criteria. Among the factors considered in determining the price were our estimates of our prospects, the background and capital contributions of management, the degree of control which the current shareholders desire to retain, current conditions of the securities markets and other information.

SELLING SECURITY HOLDERS

The following table sets forth certain information with respect to the ownership of our common stock by Selling Shareholders as of the date of this Registration Statement. Unless otherwise indicated, none of the Selling Shareholders has or had a position, office or other material relationship with us within the past three years.

	Ownership of							Ownership of
	Common Stock					Number of		Common Stock
	Prior to Offering					Shares offered		After Offering
Selling Shareholder	Shares		Percent			Hereby		Shares		Percent (1)

Alan Gabay		4,000		*			4,000		0
Ana Isaza		4,000		*			4,000		0
Bram Scolnick		4,000		*			4,000		0
Briana Bragg		4,000		*			4,000		0
Bridle Path Investments I, LLC		833,333		2.77	%		833,333		0
Brooke Dodrill		250,000		*			250,000		0
Carol Dodrill		1,000,000		3.32	%		1,000,000		0
Chandler Wright		4,000		*			4,000		0
Croft Investments Ltd Pp		833,333		2.77	%		833,333		0
Damon Broadnax		4,000		*			4,000		0
Emanuel Santos		4,000		*			4,000		0
Empire Global Advisory Services, LLC		833,334		2.77	%		833,334		0
Grant Dodrill		250,000		*			250,000		0
James and Meredith Dodrill JTWROS		1,000,000		3.32	%		1,000,000		0
James Rob Black		4,000		*			4,000		0
Jeffrey Delmay		4,000		*			4,000		0
Jeremy May		4,000		*			4,000		0
John Stein		4,000		*			4,000		0
Juan Reyes		4,000		*			4,000		0
Kelvin Usher		4,000		*			4,000		0
Kenneth Stadler		4,000		*			4,000		0
Kera Blades		4,000		*			4,000		0
Kimball Stadler		4,000		*			4,000		0
Matthew Lois		4,000		*			4,000		0
Michelle Robinson		4,000		*			4,000		0
Natalie Owens		4,000		*			4,000		0
Noam Pitsker		4,000		*			4,000		0
Sandra Sierra		4,000		*			4,000		0
Sara Slapochnik		4,000		*			4,000		0
Shastina May		4,000		*			4,000		0
Timothy Sean Murray		4,000		*			4,000		0
Todd Delmay		25,000,000		83.1	%		25,000,000		0
Uzoezi Ozomaro		4,000		*			4,000		0

Total		30,100,000

* Indicates less than 1%

Assumes that all shares are sold pursuant to this offering and that no other shares of common stock are acquired or disposed of by the Selling Shareholders prior to the termination of this offering. Because the Selling Shareholders may sell all, some or none of their shares or may acquire or dispose of other shares of common stock, no reliable estimate can be made of the aggregate number of shares that will be sold pursuant to this offering or the number or percentage of shares of common stock that each shareholder will own upon completion of this offering.

PLAN OF DISTRIBUTION

The Selling Shareholders will sell their shares at a price per share of $0.20. If and when our common stock becomes quoted on the OTC Bulletin Board, the shares owned by the selling stockholders may be sold at prices and terms then prevailing or at prices related to the then-current market price, or in negotiated transactions. The Selling Shareholders may sell or distribute their common stock from time to time themselves, or by donees or transferees of, or other successors in interests to, the Selling Shareholders, directly to one or more purchasers or through brokers, dealers or underwriters who may act solely as agents or may acquire such common stock as principals. These sales by Selling Shareholders may occur contemporaneously with sales by us. The sale of the common stock offered by the Selling Shareholders through this prospectus may be affected in one or more of the following:

*	Ordinary brokers' transactions;
*	Transactions involving cross or block trades or otherwise
*	Purchases by brokers, dealers or underwriters as principal and resale by such purchasers for their own accounts pursuant to this prospectus;
*	in other ways not involving market makers or established trading markets, including direct sales to purchasers or sales effected through agents;
*	in privately negotiated transactions; or
*	any combination of the foregoing.

Brokers, dealers, underwriters or agents participating in the distribution of the shares as agents may receive compensation in the form of commissions, discounts or concessions from the Selling Shareholders and/or purchasers of the common stock for whom such broker-dealers may act as agent, or to whom they may sell as principal, or both. The compensation paid to a particular broker-dealer may be less than or in excess of customary commissions.

Neither we nor any selling shareholder can presently estimate the amount of compensation that any agent will receive. We know of no existing arrangements between any selling shareholder, any other shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares. In the event that we use an underwriter or a broker-dealer to consummate the sale of the shares we are registering for sale by the company, we will file a post-effective amendment to this registration statement setting forth the name of such entity and the terms under which such entity is participating in this offering.

We will pay all expenses incident to the registration, offering and sale of the shares to the public, but will not pay commissions and discounts, if any, of underwriters, broker-dealers or agents, or counsel fees or other expenses of the Selling Shareholders. We have also agreed to indemnify the Selling Shareholders and related persons against specified liabilities, including liabilities under the Securities Act.

We have advised the Selling Shareholders that while they are engaged in a distribution of the shares included in this prospectus they are required to comply with Regulation M promulgated under the Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation M precludes the Selling Shareholders, any affiliated purchasers, and any broker-dealer or other person who participates in such distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases make in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the shares offered hereby in this prospectus.

DESCRIPTION OF SECURITIES TO BE REGISTERED

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $.0001 per share. As of the date of this prospectus, 30,100,000 shares of common stock and no shares of preferred stock were outstanding. We presently act as the transfer agent for our common stock but, prior to an active trading market developing, will hire a professional transfer agent service to serve as our transfer agent.

Common Stock

We are authorized to issue 100,000,000 shares of our common stock, $0.0001 par value, of which 30,100,000 shares are issued and outstanding as of the date of this prospectus. The issued and outstanding shares of common stock are fully paid and non-assessable. Except as provided by law or our certificate of incorporation with respect to voting by class or series, holders of common stock are entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Subject to any prior rights to receive dividends to which the holders of shares of any series of the preferred stock may be entitled, the holders of shares of common stock will be entitled to receive dividends, if and when declared payable from time to time by the board of directors, from funds legally available for payment of dividends. Upon our liquidation or dissolution, holders of shares of common stock will be entitled to share proportionally in all assets available for distribution to such holders. None of our shareholders have any preemptive rights.

Preferred Stock

The board of directors has the authority, without further action by our shareholders, to issue up to 10,000,000 shares of preferred stock, par value $.0001 per share, in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any series or the designation of such series. No shares of preferred stock are currently issued and outstanding. The issuance of preferred stock could adversely affect the voting power of holders of common stock and could have the effect of delaying, deferring or preventing a change of our control.

Market for Common Equity and Related Stockholder Matters

There is no established public market for our common stock and we have arbitrarily determined the offering price. Although we hope to be quoted on the OTC Bulletin Board, our common stock is not currently listed or quoted on any quotation service. There can be no assurance that our common stock will ever be quoted on any quotation service or that any market for our stock will ever develop or, if developed, will be sustained.

As of the date of this Prospectus, there are 33 shareholders of record of our common stock and a total of 30,100,000 shares outstanding. Of the 30,100,000 shares of common stock outstanding, 25,000,000 shares of common stock are beneficially held by an "affiliate" of the company. All shares of common stock registered pursuant to this Registration Statement will be freely transferable without restriction or registration under the Securities Act, except to the extent purchased or owned by our "affiliates" as defined for purposes of the Securities Act.

Under certain circumstances, restricted shares may be sold without registration, pursuant to the provisions of rule 144. In general, under rule 144, a person (or persons whose shares are aggregated) who is not an affiliate of the issuer and who has beneficially owned, for at least one year, securities that have not been registered under the Securities Act or that were acquired from our “affiliate” (in a transaction or chain of transactions not involving a public offering) is entitled to sell such securities in specific manners, such as through unsolicited brokers’ transactions or to a market maker. If the issuer is subject to the reporting requirements of the Exchange Act for a minimum of ninety (90) days immediately before the sale, the one year holding period referenced above is reduced to six (6) months. Any sales of shares by shareholders pursuant to rule 144 may have a depressive effect on the price of our common stock.

INTERESTS OF NAMED EXPERTS AND COUNSEL

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, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The financial statements of the Company included in this prospectus and in the registration statement for the years ended December 31, 2012 and 2011 has been audited by Paritz & Company, P.A., Certified Public Accountants, 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.

The validity of the issuance of the common stock hereby will be passed upon for us by The Law Office of James G. Dodrill II, P.A.

DESCRIPTION OF BUSINESS

THE COMPANY – WHO WE ARE; MISSION STATEMENT

SUMMARY

We currently maintain our executive offices at 1535 Jackson Street, Hollywood, FL 33020. Our telephone number is (954) 628-3594.

COMPETITIVE ANALYSIS

Luxurious Travel has created a system that cuts across current disciplines. Although there are several, perhaps many instances where competition is strong, it is only in a few areas and not all areas of our business. That is to say that although any given component may have competition, our entire enterprise and all of its many components has no direct competitor that offers all the we do in an single system.

A few of our competitors, the areas in which we compete, and how we go beyond them are discussed below:

Global Distribution Systems (GDS) – heritage systems originally developed by the airlines to distribute their inventory to travel agents, these systems have evolved to include hotels, car rentals, cruises, etc. Long-term contracts and pushback from airlines to shift costs to the agents licensing them have made these systems less attractive, making their survival questionable. With internet and extranet capabilities, Luxurious Travel is able to bypass these systems and go directly to hotels for inventory at no cost, making our system a cost-free pass through that is a de facto GDS.

iMagic – interfaces with Global Distribution Systems (GDS) to create and manage invoices. Although inexpensive, the software operates on individual computers. Our system is web-based so that data is accessible from all points and is not reliant on the GDS or other third party system.

SideStep – this tool has been around for nearly a decade, and there are others like it. If loaded on a computer, it can detect any travel search, for example if one is searching a hotel, it automatically detects that action, creates a sidebar on the desktop and begins searching on its own all of the other known travel sites to compare side by side. The user is still left to switch to another site and continue searching, and most of them are written by suppliers such as hotel companies and airlines, but they are prejudiced toward ownership companies, and do not necessarily offer the best and broadest rates and options.

Passkey – for a long time the dominant player in convention housing, hotels and visitor bureaus and large scale event planners have used this system to manage group blocks, set up micro-sites and sell hotel inventory online. With longevity though, comes a loss of technological edge, and they have been unable to update and adapt, so hotels especially are looking for alternatives. Additionally, they require long-term contracts with pre-defined minimum transactions, which make it even less attractive. By studying their interface, and being able to develop from the ground up, we are positioned to target their customers and develop a broad customer base. Luxurious Travel can offer better access to inventory, more reporting, competitive pricing and no minimum transactions.

OnPeak – one of the major event competitors, this company competes with Luxurious Travel in that it offers a way for event and festival organizers to manage hotel reservations and inventory that is manually entered; however they are not able to offer live inventory sources through other channel systems, and do not offer call center type services to support their clients. Luxurious Travel not only has multiple streams of inventory, but can also support inbound calls and customer service for existing reservations.

MARKET POSITIONING:

TRENDS

The travel industry saw its best year ever in 2000, followed by a 2001 recession and the 9/11 terrorist attacks, only to start the slow recovery before again stalling after the 2008 economic crisis. The entire future of the travel industry rests on the changing mindset of the American Traveler who thinks carefully about spending, checks every possible source to find the lowest possible price, and even relies on social media to gain insights. But technology is not the threat to the industry, it is the solution for survival – and for offering better products targeted to the specific, sometimes niche interests of consumers.

Whether someone is traveling for business or pleasure, the “Google” of travel has in many ways yet to be born. In an information age, getting information from multiple channels, paring it down to the most relevant search, and providing a simple, streamlined, but information-rich result is the key to being a consumer’s choice. Luxurious Travel has made great strides, and will continue to coalesce data in a way that empowers meeting planners, event planners, festival organizers, trade and association organizations, and even convention and visitors bureaus to reach the intended audience with the right information, at the right time, and at the right (best) price.

Travel suppliers (i.e. hotels, car rental agencies, cruise lines, etc.) and intermediaries (agents, corporate travel managers, organizers, planners, etc.) must seek out new technologies that help them work together better. In order to capture a greater percentage of the online marketplace they must have access to the broadest range of information and pricing, and the tools by which they can market it, sell it, and account for it.

Despite dramatic increases in online bookings, according to industry analysts, the numbers leveled off as consumers realized that the online marketplace does not always offer enough reliability. In 2008, for the first time in over 10 years, the percentage of travel purchases online fell in comparison to the percentage that was booked through a travel professional (both agency and corporate in-house travel managers) and they continue to do so. But consumers do not just want simply to talk to someone, they want to talk to someone who is as smart as the Internet, and then some, and that can offer the same or better pricing they can find on their own. Hence, Agents need a technology that brings the best of the web, direct connects to hotels, as well as non-web inventory together in a way not specifically offered by one travel site. Luxurious travel is that technology.

OPERATIONAL PLAN

KEY OBJECTIVES

The primary objective to realize the goals of the company requires raising capital in order to enact the overall business plan. Beyond the funding, the company must develop the software and website capabilities that include functionality for:

	-	Bidding by suppliers

	-	Upstream sales of packages through channel managers

	-	Broadcast/Share Corporate Rates across consumers

	-	Interline packaging

	-	Unfilled Conference Blocks re-sold upstream

	-	Distressed or Pre-Purchased travel available for resale

	-	Add-on offers, discounts, dining recommendations, etc.

	-	Social Media Collaboration on Travel Plans

	-	Booking capability for all major cruise lines

	-	Consumer Profile Forms

	-	Hot Deals and Specials Section

	-	Dynamic Packaging of own-label programs

	-	Air, Car & Hotel bookings compiled from supplier sites

Social Networking / Marketing Components

STRATEGY

To accomplish this vision, Luxurious Travel will embark on a process that includes, but is not limited to doing the following:

	-	Hire the Software Engineering Team

	-	Develop the schematic for end-result platform

	-	Model, build and test each feature and function

	-	Develop front, admin, hotel and client access portals

	-	Code platform to allow multiple user source interfaces

	-	Integrate interfaces with GDS, Hotel and other OTA or third party channel managers

	-	Roll out the site in phases, including end-to-end testing

Hire staff to enact the sales and marketing plan

First, the hire of a qualified software engineering team is essential to fulfillment of the mission. Teams that we have already worked with on version 1.0 will be strongly considered for version 2.0 and beyond, including those who have done contract work and who can now be brought in as employees to focus full time on completing each task.

Although the initial model of the system is already functional to a certain extent, the full range of capabilities laid out is not possible without further developing the schematics of the entire vision. This includes working through various iterations of interactions clients, consumers, hotels and others will experience when engaging with the system. This also requires looking at the different ways in which channels managers require interfacing, and building specific bridges for data to move between their systems and ours. As it is modeled, extensive testing will be required, and additional unforeseen glitches tested and fixed as the infrastructure expands.

Access to the system is critical, and each user type has different needs and different authorized access. Security and barriers to entry beyond specifically outlined areas of the site are also key to the total experience. Coding these interfaces are as critical as the third party data interfaces that give the system its robust approach to information and rate management.

Each phase of development will require a set range of functions, and rolling out those phases to end users will require the detailed planning found in the schematics. As new features and functions are added, previous releases need to be updated, and existing user types informed of and trained on the new aspects.

Lastly, the sales and marketing plan will be rolled out concurrently with each phase, as target customers are identified, marketing collateral and other messaging is fine tuned. As sales pick up pace, the company will be able to shift resources from development of the software to development of sales. The need for quality software engineers will never end, as the platform will continuously undergo version and function upgrades to accommodate new technological developments in the short and long term future.

CONCLUSION

Luxurious Travel is on the edge of being a leader in an evolving frontier of technology, travel, information and social interactions. As a result, the opportunity to move forward toward a profitable future is to some degree time sensitive. While there are currently no competitors who have integrated all of the features and functions envisioned by Luxurious Travel, there will be followers who will want to employ the same kinds of innovative thinking. The travel industry has seen a lot of change for a variety of reasons in recent years. This discontinuous improvement on the old model of travel has the potential to transform. It can improve any company’s business travel, put small and large players in the industry on equal footing, and give consumers, agents, corporations and everyone involved a real voice in the process.

EMPLOYEES

As of the date of this prospectus we have 1 employee, who is serving in an executive capacity.

DESCRIPTION OF PROPERTY

Our principal office facility is presently located at 1535 Jackson Street, Hollywood, FL 33020. All expenses associated with this facility are presently being paid by our chief executive officer. We are not presently incurring any rent expenses associated with this space

LEGAL PROCEEDINGS

We are not party to any legal proceedings as of the date of this prospectus.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND/FINANCIAL DISCLOSURE.

We have had no disagreements with our accountants on accounting and financial disclosure.

MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Market Information

As of the date of this prospectus, there were 33 shareholders of record of our common stock and a total of 30,100,000 shares outstanding. Of the 30,100,000 shares of common stock outstanding, 25,000,000 shares of common stock are beneficially held by an "affiliate" of the company. All shares of common stock registered pursuant to this Registration Statement will be freely transferable without restriction or registration under the Securities Act, except to the extent purchased or owned by our "affiliates" as defined for purposes of the Securities Act.

Dividends

To date, we have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings for funding growth and therefore, do not expect to pay any dividends in the foreseeable future. Payment of future dividends, if any, will be at the discretion of our Board of Directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and plans for expansion. There are no contractual restrictions on our ability to declare or pay dividends.

Transfer Agent and Registrar

We currently serve as our Transfer Agent and Registrar. Prior to commencing trading of our common stock we will retain an independent stock transfer agent.

PENNY STOCK RULES

The U.S. Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

A purchaser is purchasing penny stock, which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:

Contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading;

Contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act;

Contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” price for the penny stock and the significance of the spread between the bid and ask price;

Contains a toll-free number for inquiries on disciplinary actions;

Defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

Contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:

The bid and offer quotations for the penny stock;

The compensation of the broker-dealer and its salesperson in the transaction;

The number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

Monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Note Regarding Forward-Looking Statements

This registration statement and other reports filed by our Company from time to time with the U.S. Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to us or our management identify forward-looking statements. Such statements reflect our current view with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including those set forth in “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.

Results of Operation – 2012 vs 2011

During the year ended December 31, 2012 we generated $2,631 in revenue compared to $31,243 in revenue during the year ended December 31, 2011. We attribute this decline in revenue to the loss of a major, key account.

We incurred $5,460 in expenses during the year ended December 31, 2012, a decrease of approximately 83% from our expenses during 2011, which totaled $32,001. The majority of our expenses are attributable to payment of commissions to our agents and accordingly the decrease in expenses is directly attributed to the decline in revenue in 2012. Accordingly, we experienced a net loss in both 2011 and 2012. In 2012 our net loss was $2,829 compared to a net loss of $758 in 2011. Subsequently, as we worked to rebuild a broader account base in 2012, the result of that new business has increased our revenues in 2013 significantly, as discussed below.

Results of Operations – Nine Months ended September 30, 2013 vs Nine Months ended September 30, 2012.

During the Nine Months ended September 30, 2013, we generated $23,050 in revenue compared to $0 during the same period in 2012. We believe that this increase is a result of our efforts to build a broader account base after having lost a major account at the end of 2011.

During the 2013 period, we incurred $18,932 in operating expenses as compared to $1,378 in operating expenses for the same period in 2012. For each period, all expenses were related to selling, general and administrative expenses.

During the 2013 period, we achieved Net Income of $4,118 compared to a Net Loss of $1,378 during the nine months ended September 30, 2012.

Results of Operations – Three Months ended September 30, 2013 vs Three Months ended September 30, 2012.

During the Three Months ended September 30, 2013, we generated $13,434 in revenue compared to $0 during the same period in 2012. We believe that this increase is a result of our continuing efforts to build a broader account base after having lost a major account at the end of 2011.

During the 2013 period, we incurred $16,047 in operating expenses as compared to $250 in operating expenses for the same period in 2012. For each period, all expenses were related to selling, general and administrative expenses.

We incurred a Net Loss during the 2013 period of $2,613 compared to $250 in 2012.

We anticipate our operating expenses will increase as we continue to implement our business plan. The increase will be attributable to expenses to implement our business plan, and the professional fees to be incurred in connection with the filing of a registration statement with the Securities Exchange Commission under the Securities Act of 1933. We anticipate our ongoing operating expenses will also increase once we become a reporting company under the Securities Exchange Act of 1934.

Our independent registered public accountant has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have generated only a modest amount of revenues and have incurred losses since inception. To meet our need for cash we intend to attempt raising money through the sale of equity or debt securities. We believe that our ability to do this will increase if we are a publicly reporting entity. We believe that we will be able to raise enough money to expand our operations but we cannot guarantee that we will do so, or that if we expand our operations that we will stay in business after doing so.

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely.

We do not currently have sufficient funds to satisfy our cash requirements during the next 12 months. If the need for cash arises before we raise additional funds from third parties, we may be able to borrow funds from officers, directors or from existing shareholders although there is no such formal agreement in writing. We do not expect to purchase or sell plant or significant equipment. Further we do not expect significant changes in the number of employees.

ACCOUNTING AND AUDIT PLAN

We intend to continue to have our President prepare our quarterly and annual financial statements and have these financial statements reviewed or audited by our independent auditor. Our independent auditor is expected to charge us approximately $2,000 to review our quarterly financial statements and approximately $7,500 to audit our annual financial statements. In the next twelve months, we anticipate spending approximately $15,000 to pay for our accounting and audit requirements.

SEC FILING PLAN

We intend to become a reporting company in 2013 after our registration statement on Form S-1 is declared effective. This means that we will file documents with the United States Securities and Exchange Commission on a quarterly basis.

In the next twelve months, we anticipate spending approximately $12,000 for legal costs in connection with our three quarterly filings, annual filing, and edgarizing costs. Additionally, upon becoming a reporting company we will be required to comply with all applicable reporting requirements of the Exchange Act of 1934, which also include the filing of current reports on Form 8-K.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2013, we had a cash balance of $13,291. Our expenditures over the next 12 months are expected to be approximately $50,000.

Our current cash and net working capital balance is insufficient to cover our expenses for filing required quarterly and annual reports with the Securities and Exchange Commission and our status as a corporation in the State of Florida for the next 12 months. We must raise approximately $50,000, to complete our plan of operation for the next 12 months. Additional funding will likely come from equity financing from the sale of our common stock, if we are able to sell such stock or from loans. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our development activities. In the absence of such financing, our business will fail. We believe that our ability to raise capital will increase if we become a publicly reporting entity. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our plan of operation for the next 12 months and our business will fail.

OFF BALANCE SHEET ARRANGEMENTS.

We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates in the preparation of financial statements

The preparation of financial statements in conformity with generally accepted accounting principles 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 amounts of net revenue and expenses in the reporting period. Actual results could differ from those estimates.

Cash

The Company maintains cash balances at a financial institution where accounts are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company’s accounts at this institution may, at times, exceed the Federally insured limits. The Company has not experienced any losses in such accounts.

Revenue Recognition

The Company recognizes revenue when it is earned and realizable, when persuasive evidence of an arrangement exists, services have been rendered, the price is fixed or determinable, and collectability is reasonably assured.

The Company recognizes net revenue when it has no further obligation to the customer. For air transactions, this is at the time of booking. For hotel and car transactions, net revenue is recognized as the time of check in or customer pick-up respectively. The timing of revenue recognition is different for air travel because the Company’s primary service to the customer is fulfilled at the time of booking. For cruise transactions, revenue is recognized at the time payment is made to the supplier.

The Company passes reservations booked by its customer to the travel supplier for a commission. In addition, the Company does not take on credit risk with a customer, it is not the primary obligor with the customer, it has no latitude in determining pricing, it takes no inventory risk, it has no ability to determine or change the product or services delivered, and the customer chooses the supplier.

Recent accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard settling bodies that have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented.

Income Taxes

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company has no material uncertain tax positions for any of the reporting periods presented. Income tax returns are subject to examination by major jurisdictions for the years 2010 through 2012.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers

The following table and text sets forth the name, age and position held by our sole executive officer and director as of the date of this prospectus. Our directors serve until the next annual meeting of stockholders and until his successor is elected and qualified, or until his earlier death, retirement, resignation or removal. Executive officers serve at the discretion of the Board of Directors, and are elected or appointed to serve until the next Board of Directors meeting following the annual meeting of stockholders.

Name	Age	Position

Todd Delmay	42	Chief Executive Officer, Chief Financial Officer, Director

Jeff Delmay	35	Director

The biographies of our sole executive officer, and of both directors are as follows:

Todd Delmay serves as Chief Executive Officer and Chief Financial Officer of Luxurious Travel. After years of working with some of the country’s finest tour operators, hotel companies and destination marketing organizations, Todd created a new travel company business model for the 21st Century, and continues to lead its evolution. Todd’s achievements have been recognized by a number of travel industry magazines, and he is often called upon to comment on travel and the industry for a variety of publications.

Previously, Todd spent 3 years working for America’s first Deluxe Tour Operator, Tauck World Discovery, which boasts the honor of Tour Operator License Number 1 -issued as the result of a success win at the U.S. Supreme Court. From Tauck, Todd went to work for a Travel Industry Global Sales and Marketing company where he was Director of Sales, North America. In 1999 Todd started his own company, then called Identity Vacations, and later purchased other companies along the way to grow it into a boutique travel company with an unlisted phone number, and a clientele hand-selected strictly via word-of-mouth. With a growing portfolio, and aided by Mr. Delmay's extensive background in group travel, the company is a purveyor of quality travel experiences.

Jeff Delmay is responsible for sales and business development, searching for strategic methods to grow the company according to its strategic vision working with a select clientele. Jeff believes in providing clients a personalized and special experience in planning their trips from the initial request to their safe return home.

Previously Jeff spent 12 years as a hotelier in various positions at three top South Florida hotels. He started at the Sonesta Beach Resort Key Biscayne while in college at Johnson & Wales University, quickly becoming assistant front office manager. He then moved into the luxury sector when he joined Mandarin Oriental Hotel, Miami – arguably then the top luxury hotel in the state. At Mandarin Oriental, Jeff was a conference services manager, successfully handling the hotel’s multi-million dollar conferences. Jeff then moved to Four Seasons Hotel Miami for the long-anticipated opening of this amazing luxury project. Jeff’s career progressed at Four Seasons when he was promoted to sales manager, starting out in group sales and eventually individual sales for both business and leisure travel. He established solid relationships with Fortune 500 companies on behalf of the hotel, was twice nominated for manager of the quarter, and awarded the 2007 Four Seasons President’s Club for his outstanding sales efforts of booking over $4.5 million.

Directors

Directors are elected at each annual meeting of shareholders and hold office until the next annual meeting of shareholders following their election. To date, neither of our directors have received any securities or other compensation from us, for his service as a director.

Legal Proceedings

Neither member of the board of directors or our sole executive has been involved in any bankruptcy proceedings, criminal proceedings, any proceeding involving any possibility of enjoining or suspending him from engaging in any business, securities or banking activities, and has not been found to have violated, nor been accused of having violated, any Federal or State securities or commodities laws.

EXECUTIVE COMPENSATION

Summary Compensation Table

The table below summarizes the compensation paid by the Company to the CEO and other named executive officer and individuals for the fiscal years ended December 31, 2012 and December 31, 2011.

Name and principal position	Year		Salary ($)		Bonus ($)		Option awards ($)		All other compensation ($)		Total ($)

Todd Delmay, CEO	2012	$	0	$	0	$	0	$	0	$	0
	2011	$	0	$	0	$	0	$	0	$	0

Jeff Delmay	2012	$	0	$	0	$	0	$	0	$	0
	2011	$	21,446	$	0	$	0	$	0	$	21,446

Employment Agreements

We have not entered into any Employment Agreements with any person.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of September 10, 2013, the number and percentage of shares of our outstanding common stock which are beneficially owned, directly or indirectly, by our sole executive officer, both directors and by each shareholder who owns more than 5% of the outstanding shares.

We determine beneficial ownership based on the rules of the SEC. In general, beneficial ownership includes shares over which a person has sole or shared voting or investment power and shares which the person has the right to acquire within 60 days. Unless otherwise indicated, the persons listed below have sole voting and investment power over the shares beneficially owned.

Name and Address of	Amount of		Percent
Beneficial Owner	Beneficial Ownership		Owned

Todd Delmay		25,000,000		83.1	%
c/o Luxurious Travel Corp
1535 Jackson Street
Hollywood, FL 33020

Jeff Delmay		4,000		*
c/o Luxurious Travel Corp
1535 Jackson Street
Hollywood, FL 33020

All Directors and Officers
As a group (2 persons)		25,004,000		83.1	%

*less than 1%

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

We have no reportable transactions.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

FOR SECURITIES ACT LIABILITIES

Our directors and officers are indemnified as provided by the Florida corporate law and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by 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.

PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the estimated costs and expenses to be incurred in connection with the issuance and distribution of the securities registered under this registration statement. All amounts are estimates except the Commission registration fee. The following estimated expenses will be borne solely by us.

Commission registration fee	$	821.13
Legal fees and expenses	$	___,000.00
Accounting fees and expenses	$	___,000.00
Miscellaneous expenses	$	5,000.00
Total	$	____

We have agreed to bear expenses related to the registration of the shares of common stock covered by this registration statement.

Item 14. Indemnification of Directors and Officers.

Florida Law

Section 78.7502 of the Florida General Corporation Law contains provisions authorizing indemnification by the Company of directors, officers, employees or agents against certain liabilities and expenses that they may incur as directors, officers, employees or agents of the Company or of certain other entities. Section 78.7502(3) provides for mandatory indemnification, including attorney’s fees, if the director, officer, employee or agent has been successful on the merits or otherwise in defense of any action, suit or proceeding or in defense of any claim, issue or matter therein.

Section 78.751 provides that such indemnification may include payment by the Company of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if he shall be ultimately found not to be entitled to indemnification under the Section. Indemnification may be provided even though the person to be indemnified is no longer a director, officer, employee or agent of the Company or such other entities.

Section 78.752 authorizes the Company to obtain insurance on behalf of any such director, officer employee or agent against liabilities, whether or not the Company would have the power to indemnify such person against such liabilities under the provisions of the Section 78.7502. The indemnification and advancement of expenses provided pursuant to Sections 78.7502 and 78.751 are not exclusive, and subject to certain conditions, the Company may make other or further indemnification or advancement of expenses of any of its directors, officers, employees or agents. Because neither the Articles of Incorporation, as amended, or By-laws of the Company otherwise provide, notwithstanding the failure of the Company to provide indemnification and despite a contrary determination by the board of directors or its shareholders in a specific case, a director, officer, employee or agent of the Company who is or was a party to a proceeding may apply to a court of competent jurisdiction for indemnification or advancement of expenses or both, and the court may order indemnification and advancement of expenses, including expenses incurred in seeking court- ordered indemnification or advancement of expenses if it determines that the petitioner is entitled to mandatory indemnification pursuant to Section 78.7502(3) because he has been successful on the merits, or because the Company has the power to indemnify on a discretionary basis pursuant to Section 78.7502 or because the court determines that the petitioner is fairly and reasonably entitled to indemnification or advancement of expenses or both in view of all the relevant circumstances.

Item 15. Recent Sales of Unregistered Shares

The following information is furnished with regard to all securities sold by us since inception that were not registered under the Securities Act. The issuances described hereunder were made in reliance upon the exemptions from registration set forth in Section 4(2) of the Securities Act or Rule 506 promulgated thereunder. None of the foregoing transactions involved a distribution or public offering. All sold securities were paid for in cash.

Date	Name	# of Shares		Total Price

11/19/2011	Alan Gabay		4,000	$	500.00

12/8/2011	Ana Isaza		4,000	$	500.00

12/2/2011	Bram Scolnick		4,000	$	500.00

12/2/2011	Briana Bragg		4,000	$	500.00

2/8/2012	Chandler Wright		4,000	$	500.00

11/20/2011	Damon Broadnax		4,000	$	500.00

11/22/2011	Emanuel Santos		4,000	$	500.00

11/23/2011	James Rob Black		4,000	$	500.00

7/14/2011	Jeffrey Delmay		4,000	$	500.00

1/28/2013	Jeremy May		4,000	$	500.00

11/22/2011	John Stein		4,000	$	500.00

1/28/2013	Juan Reyes		4,000	$	500.00

8/23/2012	Kelvin Usher		4,000	$	500.00

2/1/2012	Kenneth Stadler		4,000	$	500.00

4/18/2012	Kera Blades		4,000	$	500.00

2/1/2012	Kimball Stadler		4,000	$	500.00

1/25/2013	Matthew Lois		4,000	$	500.00

11/19/2011	Michelle Robinson		4,000	$	500.00

7/11/2013	Natalie Owens		4,000	$	500.00

12/15/2011	Noam Pitsker		4,000	$	500.00

11/20/2011	Sandra Sierra		4,000	$	500.00

12/5/2011	Sara Slapochnik		4,000	$	500.00

12/1/2011	Shastina May		4,000	$	500.00

12/2/2011	Timothy Sean Murray		4,000	$	500.00

12/15/2011	Uzoezi Ozomaro		4,000	$	500.00

Item 16. Exhibits and Financial Statement Schedules.

Exhibit No.		Description of Exhibits

Exhibit 3.1		Articles of Incorporation of the Company.

Exhibit 3.2		Bylaws of the Company.

Exhibit 5.1		Opinion of The Law Office of James G. Dodrill II, P.A.(to be filed by amendment).
Exhibit 23.1		Consent of The Law Office of James G. Dodrill II, P.A. (included in Exhibit 5.1).

Exhibit 23.2		Consent of Paritz & Company, P.A., certified public accounting firm.

Item 17. Undertakings.

UNDERTAKINGS

(A)

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 to:

(i)

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

(ii)

Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information 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) 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% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

Include any 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;

provided, however, that (a)1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering 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)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 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 effective date, 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 effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

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

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

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

(B) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Act and will be governed by the final adjudication of such issue.

(1) for purposes of determining any liability under the Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1), or (4) or 497(h) under the Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) for purposes of determining any liability under the Act, each post-effective amendment that contains a form of prospectus 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.

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 the City of Hollywood, State of Florida on January 16, 2014.

	The Luxurious Travel Company

	By:	/s/ Todd Delmay
		Name: Todd Delmay
		Title: Chief Executive Officer

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

Signatures/Title		Date

/s/ Todd Delmay
Todd Delmay, CEO, Principal Executive Officer and Principal Financial Officer, Director		January 16, 2014

/s/ Jeff Delmay		January 16, 2014
Jeff Delmay, Director

Parity & Company, P.A.

THE LUXURIOUS TRAVEL CORP.

UNAUDITED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2013

THE LUXURIOUS TRAVEL CORP

BALANCE SHEETS

(unaudited)

	September 30			December 31,
	2013			2012

CURRENT ASSETS
Cash	$	13,291		$	673

TOTAL ASSETS		13,291			673

EQUITY:
Preferred stock, par value $.0001, authorized 10,000,000, zero issued and outstanding at September 30, 2013 and December 31, 2012		-			-
Common stock, par value $.0001, authorized 100,000,000, 30,100,000 and 30,032,000 shares issued and outstanding at September 30, 2013 and December 31 ,2012 respectively		3,010			3,003
Additional paid in capital		19,740			11,247
Accumulated deficit		(9,459	)		(13,577	)
STOCKHOLDERS' EQUITY		13,291			673

TOTAL LIABILITEIS AND STOCKHOLDERS EQUITY	$	13,291		$	673

THE LUXURIOUS TRAVEL CORP

STATEMENT OF OPERATIONS

(unaudited)

	3 months			3 Months			9 months		9 Months
	September 2013			September 2012			September 2013		September 2012
REVENUE	$	13,434		$	-		$	23,050	$	-

SELLING GENERAL AND ADMINISTRATIVE EXPENSES:		16,047			250			18,932		1,378

Net income (loss)	$	(2,613	)	$	(250	)	$	4,118	$	(1,378	)

Net income (loss) per share	$	(0.00	)	$	(0.00	)	$	0.00	$	(0.00	)

Weighted average shares outstanding		30,100,000			30,000,000			30,061,890		30,000,000

THE LUXURIOUS TRAVEL CORP

STATEMENT OF CASH FLOWS

(unaudited)

	9 Months ended September 30,
	2013		2012
OPERATING ACTIVITIES:
Net income (Loss)	$	4,118	$	(1,378	)

NET CASH USED IN OPERATING ACTIVITIES		4,118		(1,378	)

FINANCING ACTIVITIES:
Proceeds from issuance of common stock		8,500		-

NET CASH PROVIDED BY INVESTING ACTIVITIES		8,500		-

NET INCREASE (DECREASE) IN CASH		12,618		(1,378	)

Cash - beginning of period		673		2,502

Cash - end of period	$	13,291	$	1,124

THE LUXURIOUS TRAVEL CORP.

NOTES TO FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2013

(Unaudited)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business description

The Luxurious Travel Corporation (the “Company") was formed in 2003 and was inactive until 2008. The Company creates and develops proprietary software that allows users to sell and market travel for groups and individuals, including special event, conference, executive meeting and other travel.

Revenue recognition

The Company recognizes net revenue when it has no further obligation to the customer. For air transactions, this is at the time of booking due to non-cancellation of the reservation. For hotel and car transactions, net revenue is recognized at the time of check-in or customer pick up, respectively. The timing of revenue recognition is different for air travel because the Company's primary service to the customer is fulfilled at the time of booking. For cruise transactions, revenue is recognized at the time payment is made to the supplier.

The Company passes reservations booked by its customer to the travel supplier for a commission. In addition, the Company does not take on credit risk with the customer, it is not the primary obligor with the customer, it has no latitude in determining pricing, it takes no inventory risk, it has no ability to determine or change the product or services delivered, and the customer chooses the supplier.

Fair Value Measurements

The Company adopted the provisions of ASC Topic 820, "Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash is carried at historical cost basis, which approximates their fair values because of the short-term nature of this instruments.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 —

quoted prices in active markets for identical assets or liabilities

Level 2 —

quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 —

inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

(Unaudited)

Recent accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company's accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented.

Income taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, "Income Taxes." Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. 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 results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented.

GOING CONCERN

The accompanying financial statements are prepared on a going concern basis, which contemplates the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated minimal revenues since inception and has an accumulated loss of $9,459 as of September 30, 2013. The continuation of the Company as a going concern is dependent upon, among other things, the continued financial support from its shareholders, the ability of the Company to obtain necessary equity or debt financing, and the attainment of profitable operations. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. There is no assurance that the Company will be able to generate revenues in the future. These financial statements do not give any effect to any adjustments that would be necessary should the Company be unable to continue as a going concern.

CAPITAL STOCK

The total number of common shares authorized that may be issued by the Company is 100,000,000 shares with a par value of $0.0001 per share.

The total number of preferred shares authorized that may be issued by the Company is 10,000,000 shares with a par value of $0.0001 per share.

During the nine months ended September 30, 2013, the Company issued 68,000 shares of common stock in a private placement for total cash proceeds of $8,500.

At September 30, 2013 there were no outstanding stock options or warrants.

(Unaudited)

SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date that these financial statements were issued and has determined that there are no subsequent events that require recognition or disclosure.

Paritz & Company, P.A.

THE LUXURIOUS TRAVEL CORP.

FINANCIAL STATEMENTS

WITH

INDEPENDENT AUDITORS' REPORT

YEARS ENDED DECEMBER 31, 2012 AND 2011

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of The Luxurious Travel Corp.

We have audited the accompanying balance sheets of The Luxurious Travel Corp. as of December 31, 2012 and 2011, and the related statements of operations, stockholders’ equity, and cash flows for the years then ended. The Luxurious Travel Corp’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits 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 purpose of expressing and opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that The Luxurious Travel Corp. will continue as a going concern. The ability of the Company to continue as a going concern is dependent upon, among other things, its successful execution of its plan of operation and ability to raise additional financing. There is no guarantee that the Company will be able to raise additional capital or sell any of its products or service at a profit. In addition, the Company posted a net loss of $3,329 and $757 for the years ended December 31, 2012 and 2011 respectively. These factors, among other, raise substantial doubt regarding the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Luxurious Travel Corp as of December 31, 2012 and 2011 and the results of its operations and its cash flows for December 31, 2012 and 2011 in conformity with accounting principles generally accepted in the United States of America.

Hackensack, New Jersey
December 10, 2013

The Luxurious Travel Corp

Balance Sheets

December 31,

	2012			2011

CURRENT ASSETS
Cash	$	673		$	2,502

TOTAL ASSETS		673			2,502

EQUITY:

Preferred stock, par value $.0001, authorized 10,000,000, zero issued and outstanding at December 31, 2012 and 2011		-			-
Common stock, par value $.0001, authorized 100,000,000, 30,100,000 & 25,000,000 shares issued and outstanding at December 31, 2012 and 2011		3,003			3,002

Additional paid in capital		11,247			9,748
Accumlated deficit		(13,577	)		(10,248	)
STOCKHOLDERS' EQUITY		673			2,502

TOTAL LIABILITEIS AND STOCKHOLDERS EQUITY	$	673		$	2,502

See notes to financial statements

The Luxurious Travel Corp

Statement of Operations

For the years ended December 31,

	2012			2011
REVENUE	$	2,131		$	31,243

COST AND EXPENSES:		5,460			32,001

Net loss	$	(3,329	)	$	(758	)

Loss per share	$	(0.00	)	$	(0.00	)

Weighted number of shares outstanding		30,030,981			30,002,356

See notes to financial statements

The Luxurious Travel Corp

Statement of Stockholder's Equity

For the years ended December 31, 2012 and 2011

									Additional		Retained
	Common				Preferred				Paid in		Earnings
	Stock		Amount		Stock		Amount		Capital		(Deficit)			Total

Balance December 31, 2010		30,000,000		3,000		-			$	7,250	$	(9,490	)	$	760

Issuance of common stock		20,000		2						2,498					2,500

Net loss												(758	)		(758	)

Balance December 31, 2011		30,020,000		3,002		-		-		9,748		(10,248	)		2,502

Issuance of common stock		12,000		1						1,499					1,500

Net loss												(3,329	)		(3,329	)

Balance December 31 ,2012		30,032,000		3,003		-		-	$	11,247	$	(13,577	)	$	673

See notes to financial statements

The Luxurious Travel Corp

Statement of Cash Flows

For the years ended December 31,

	2012			2011
OPERATING ACTIVITIES:
Net Loss	$	(3,329	)	$	(758	)
Adjustments to reconcile net loss to net cash used in operating activities

NET CASH USED IN OPERATING ACTIVITIES		(3,329	)		(758	)

FINANCING ACTIVTIIES:
Proceeds from issuance of private placement		1,500			2,500

NET CASH PROVIDED BY FINANCING ACTIVITIES		1,500			2,500

NET INCREASE (DECREASE) IN CASH		(1,829	)		1,742

Cash - beginning of year		2,502			760

Cash - end of year	$	673		$	2,502

See notes to financial statements

THE LUXURIOUS TRAVEL CORP.

NOTES TO FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2012 AND 2011

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business description

The Luxurious Travel Corporation (the “Company”) was formed in 2003 and was inactive until 2008. The Company creates and develops proprietary software that allows users to sell and market travel for groups and individuals, including special event, conference, executive meeting and other travel.

Uses of estimates in the preparation of financial statements

The preparation of financial statements in conformity with generally accepted accounting principles 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 amounts of net revenue and expenses during each reporting period. Actual results could differ from those estimates.

Cash

The Company maintains cash balances at a financial institution where accounts are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company's accounts at this institution may, at times, exceed the Federally insured limits. The Company has not experienced any losses in such accounts.

Revenue recognition

The Company recognizes net revenue when it has no further obligation to the customer. For air transactions, this is at the time of booking due to non-cancellation of the reservation. For hotel and car transactions, net revenue is recognized at the time of check-in or customer pick up, respectively. The timing of revenue recognition is different for air travel because the Company’s primary service to the customer is fulfilled at the time of booking. For cruise transactions, revenue is recognized at the time payment is made to the supplier.

Fair Value Measurements

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

Recent accounting pronouncements

Income taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. 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 results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented.

Earnings Per Share

Basic earnings per common share are computed using the weighted-average number of common shares outstanding during the year. Diluted earnings per common share are computed using the weighted-average number of common shares outstanding during the year plus the incremental shares outstanding assuming the exercise of dilutive stock options, restricted stock and convertible instruments. The Company had no dilutive instruments outstanding at December 31, 2012 or 2011.

GOING CONCERN

The Company’s financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business. The Company has incurred losses since its inception, including a net loss of $3,329 and $757 for the years ended December 31, 2012 and 2011, respectively and the Company expects to incur additional losses. The Company has generated negative cash flows in 2012. The Company believes it will not have enough cash to meet its various cash needs unless it is able to obtain additional cash from the issuance of debt or equity securities. The Company intends to raise funds from the issuance of equity and/or debt securities, but there is no assurance that additional funds from the issuance of equity will be available for the Company to finance its operations on acceptable terms, or at all. If adequate funds are not available, the Company may have to delay development or commercialization of products or technologies that the Company would otherwise seek to commercialize, or cease operations. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

CAPITAL STOCK

The total number of common shares authorized that may be issued by the Company is 100,000,000 shares with a par value of $0.0001 per share.

The total number of preferred shares authorized that may be issued by the Company is 10,000,000 shares with a par value of $0.0001 per share.

During the years ended December 31, 2012 and 2011, the Company issued 20,000 and 12,000 shares, respectively, of common stock in a private placement for total cash proceeds of $2,500 and $1,500, respectively.

At December 31, 2012 there were no outstanding stock options or warrants.

INCOME TAX

As of December 31, 2012, the Company had net operating loss carryforwards of approximately $13,000 that may be available to reduce future years’ taxable income, which begin to expire in the years 2028 to 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and, accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carryforwards.

The components of the deferred tax asset, the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are indicated below:

Net operating loss	$	13000
Statutory tax rate		34	%
Deferred tax asset	$	4,400
Valuation allowance	$	(4,400	)

Net deferred tax asset	$	-

CONCENTRATION

In 2011, 93% of revenue was from one customer.

SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date that these financial statements were issued. Other than the item below, there have been no other events that would require adjustments to or disclosure in the financial statements.

In June 2013, the Company issued 68,000 shares of common stock for .125 per share.

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ARTICLES OF INCORPORATION

OF

THE LUXURIOUS TRAVEL CORP.

The undersigned hereby makes, subscribes, acknowledges and files these Articles of Incorporation for the purpose of forming a corporation under the Florida General Corporation Act, and hereby adopts the following Articles of Incorporation.

ARTICLE 1. Name

The name of the corporation (the “Corporation”) shall be The Luxurious Travel Corp.

ARTICLE 2. Purpose

The Corporation is organized for the purposes of engaging in any activity or business permitted under the laws of the United States or of this State, more specifically set out as follows:

2.1.           To transact any lawful business for which corporations may be incorporated under the Florida General Corporation Act or engage in any other trade or business which can, in the opinion of the Board to Directors of the Corporation, be advantageously carried on in connection with the foregoing business.

2.2.           To do such other things as are incidental to the foregoing or necessary or desirable in order to accomplish the foregoing.

ARTICLE 3. Registered Office; Registered Agent

The street address of the Corporation’s initial registered office and the registered agent for the Corporation at that address are:

Todd May

10041 Pines Boulevard, Suite D

Pembroke Pines, FL 33024

ARTICLE 4. Principal Office

The business address of the Corporation's principal office is:

10041 Pines Boulevard, Suite D

Pembroke Pines, FL 33024

ARTICLE 5. Duration

The Corporation is to commence its corporate existence on the date of subscription and acknowledgment of these Articles of Incorporation and shall exist perpetually thereafter until dissolved according to law.

ARTICLE 6. Directors

6.1           Number: The number of directors of the Corporation shall be subject to the Corporation's bylaws (the "Bylaws").

6.2           Powers of Directors: Subject to the limitations contained in the Articles of Incorporation and the Florida General Corporation Act concerning corporate action that must be authorized or approved by the shareholders of the Corporation, all corporate powers shall be exercised by or under the authority of the board of directors, and the business and affairs of the Corporation shall be controlled by the board.

6.3           Removal of Directors: Any directors or the entire Board of Directors may be removed from office by stockholder vote at any time, without assigning any cause, but only if the holders of not less than two-thirds (2/3) of the outstanding shares of capital stock of the Corporation entitled to vote upon election of directors, voting together as a single class, shall vote in favor of such removal.

ARTICLE 7. Incorporators

The name and street address of the incorporator to these Articles of Incorporation are:

Todd May

10041 Pines Boulevard, Suite D

Pembroke Pines, FL 33024

ARTICLE 8. Capitalization

8.1           Authorized Shares: The total number of shares of capital stock that the Corporation has the authority to issue is one hundred ten million (110,000,000). The total number of shares of common stock that the Corporation is authorized to issue is one hundred million (100,000,000) and the par value of each share of such common stock is one-hundredth of one cent ($.0001) for an aggregate par value of ten thousand dollars ($5,000). The total number of shares of preferred stock that the Corporation is authorized to issue is ten million (10,000,000) and the par value of each share of such preferred stock is one-hundredth of one cent ($.0001) for an aggregate par value of one thousand dollars ($1,000).

8.2           Rights for Preferred Shares: The board of directors is expressly authorized to adopt, from time to time, a resolution or resolutions providing for the issue of preferred stock in one or more series, to fix the number of shares in each such series and to fix the designations and the powers, preferences and relative, participating, optional and other special rights and the qualifications, limitations and restrictions of such shares, of each such series. The authority of the board of directors with respect to each such series shall include a determination of the following, which may vary as between the different series of preferred stock:

(a)           The number of shares constituting the series and the distinctive designation of the series;

(b)           The dividend rate on the shares of the series, the conditions and dates upon which dividends on such shares shall be payable, the extent, if any, to which dividends on such shares shall be cumulative, and the relative rights of preference, if any, of payment of dividends on such shares;

(c)           Whether or not the shares of the series are redeemable and, if redeemable, the time or times during which they shall be redeemable and the amount per share payable on redemption of such shares, which amount may, but need not, vary according to the time and circumstances of such redemption;

(d)           The amount payable in respect of the shares of the series, in the event of any liquidation, dissolution or winding up of this Corporation, which amount may, but need not, vary according to the time or circumstances of such action, and the relative rights of preference, if any, of payment of such amount;

(e)           Any requirement as to a sinking fund for the shares of the series, or any requirement as to the redemption, purchase or other retirement by this Corporation of the shares of the series;

(f)           The right, if any, to exchange or convert shares of the series into other securities or property, and the rate or basis, time, manner and condition of exchange or conversion;

(g)           The voting rights, if any, to which the holders of shares of the series shall be entitled in addition to the voting rights provided by law; and

(h)           Any other terms, conditions or provisions with respect to the series not inconsistent with the provisions of this Article or any resolution adopted by the board of directors pursuant to this Article.

The number of authorized shares of preferred stock may be increased or decreased by the affirmative vote of the holders of a majority of the stock of this Corporation entitled to vote at a meeting of shareholders. No holder of shares of preferred stock of this Corporation shall, by reason of such holding have any preemptive right to subscribe to any additional issue of any stock of any class or series nor to any security convertible into such stock.

8.3 Statement of Rights for Common Shares:

(a)           Subject to any prior rights to receive dividends to which the holders of shares of any series of the preferred stock may be entitled, the holders of shares of common stock shall be entitled to receive dividends, if and when declared payable from time to time by the board of directors, from funds legally available for payment of dividends.

(b)       In the event of any dissolution, liquidation or winding up of this Corporation, whether voluntary or involuntary, after there shall have been paid to the holders of shares of preferred stock the full amounts to which they shall be entitled, the holders of the then outstanding shares of common stock shall be entitled to receive, pro rata, any remaining assets of this Corporation available for distribution to its shareholders. The board of directors may distribute in kind to the holders of the shares of common stock such remaining assets of this Corporation or may sell, transfer or otherwise dispose of all or any part of such remaining assets to any other Corporation, trust or entity and receive payment in cash, stock or obligations of such other Corporation, trust or entity or any combination of such cash, stock, or obligations, and may sell all or any part of the consideration so received, and may distribute the consideration so received or any balance or proceeds of it to holders of the shares of common stock. The voluntary sale, conveyance, lease, exchange or transfer of all or substantially all the property or assets of this Corporation (unless in connection with that event the dissolution, liquidation or winding up of this Corporation is specifically approved), or the merger or consolidation of this Corporation into or with any other Corporation, or the merger of any other Corporation into it, or any purchase or redemption of shares of stock of this Corporation of any class, shall not be deemed to be a dissolution, liquidation or winding up of this Corporation for the purpose of this paragraph (b).

(c)           Except as provided by law or this certificate of incorporation with respect to voting by class or series, each outstanding share of common stock of this Corporation shall entitle the holder of that share to one vote on each matter submitted to a vote at a meeting of shareholders.

(d)         Such numbers of shares of common stock as may from time to time be required for such purpose shall be reserved for issuance (i) upon conversion of any shares of preferred stock or any obligation of this Corporation convertible into shares of common stock and (ii) upon exercise of any options or warrants to purchase shares of common stock.

ARTICLE 9. Shareholders

9.1        Amendment of Bylaws: The board of directors has the power to make, repeal, amend and alter the bylaws of the Corporation, to the extent provided in the bylaws. However, the paramount power to repeal, amend and alter the bylaws, or to adopt new bylaws, is vested in the shareholders. This power may be exercised by a vote of a majority of shareholders present at any annual or special meeting of the shareholders. Moreover, the directors have no power to suspend, repeal, amend or otherwise alter any bylaw or portion of any bylaw so enacted by the shareholders, unless the shareholders, in enacting any bylaw or portion of any bylaw, otherwise provide.

9.2        Personal Liability of Shareholders: The private property of the shareholders of this Corporation is not subject to the payment of corporate debts, except to the extent of any unpaid balance of subscription for shares.

9.3        Denial of Preemptive Rights: No holder of any shares of the Corporation of any class now or in the future authorized shall have any preemptive right as such holder (other than such right, if any, as the board of directors in its discretion may determine) to purchase or subscribe for any additional issues of shares of the Corporation of any class now or in the future authorized, nor any shares of the Corporation purchased and held as treasury shares, or any part paid receipts or allotment certificates in respect of any such shares, or any securities convertible into or exchangeable for any such shares, or any warrants or other instruments evidencing rights or options to subscribe for, purchase or otherwise acquire any such shares, whether such shares, receipts, certificates, securities, warrants or other instruments be unissued, or issued and subsequently acquired by the Corporation; and any such shares, receipts, certificates, securities, warrants or other instruments, in the discretion of the board of directors, may be offered from time to time to any holder or holders of shares of any class or classes to the exclusion of all other holders of shares of the same or any other class at the time outstanding.

9.4        Voting Rights: Except as otherwise expressly provided by the law of the State of Florida or this certificate of incorporation or the resolution of the board of directors providing for the issue of a series of preferred stock, the holders of the common stock shall possess exclusive voting power for the election of directors and for all other purposes. Every holder of record of common stock entitled to vote and, except as otherwise expressly provided in the resolution or resolutions of the board of directors providing for the issue of a series of preferred stock, every holder of record of any series of preferred stock at the time entitled to vote, shall be entitled to one vote for each share held.

9.5       Actions By Written Consent: Whenever the vote of shareholders at a meeting of shareholders is required or permitted to be taken for or in connection with any corporate action by any provision of the Corporation law of the State of Florida, or of this certificate of incorporation or of the bylaws authorized or permitted by that law, the meeting and vote of shareholders may be dispensed with if the proposed corporate action is taken with the written consent of the holders of stock having a majority of the total number of votes which might have been cast for or in connection with that action if a meeting were held; provided that in no case shall the written consent be by the holders of stock having less than the minimum percentage of the vote required by statute for that action, and provided that prompt notice is given to all shareholders of the taking of corporate action without a meeting and by less than unanimous written consent.

ARTICLE 10. Amendments

The Corporation shall be deemed, for all purposes, to have reserved the right to amend, alter, change or repeal any provision contained in its articles of incorporation, as amended, to the extent and in the manner now or in the future permitted or prescribed by statute, and all rights conferred in these Articles upon shareholders are granted subject to that reservation.

ARTICLE 11. Regulation of Business and Affairs of Corporation

11.1 Powers of Board of Directors

(a)        In furtherance and not in limitation of the powers conferred upon the board of directors by statute, the board of directors is expressly authorized, without any vote or other action by shareholders other than such as at the time shall be expressly required by statute or by the provisions of these Articles of incorporation, as amended, or of the bylaw, to exercise all of the powers, rights and privileges of the Corporation (whether expressed or implied in these Articles or conferred by statute) and to do all acts and things which may be done by the Corporation, including, without limiting the generality of the above, the right to:

(i)           Pursuant to a provision of the bylaw, by resolution adopted by a majority of the actual number of directors elected and qualified, to designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in that resolution or in the bylaw, shall have and exercise all the authority of the board of directors except as otherwise provided by law;

(ii)          To make, alter, amend or repeal bylaw for the Corporation;

(iii)         To authorize the issuance from time to time of all or any shares of the Corporation, now or in the future authorized, part paid receipts or allotment certificates in respect of any such shares, and any securities convertible into or exchangeable for any such shares (regardless of whether those shares, receipts, certificates or securities be unissued or issued and subsequently acquired by the Corporation), in each case to such Corporations, associations, partnerships, firms, individuals or others (without offering those shares or any part of them to the holders of any shares of the Corporation of any class now or in the future authorized), and for such consideration (regardless of whether more or less than the par value of the shares), and on such terms as the board of directors from time to time in its discretion lawfully may determine;

(iv)          From time to time to create and issue rights or options to subscribe for, purchase or otherwise acquire any shares of stock of the Corporation of any class now or in the future authorized or any bonds or other obligations or securities of the Corporation (without offering the same or any part of them to the holders of any shares of the Corporation of any class now or in the future authorized);

(v)           In furtherance and not in limitation of the provisions of the above subdivisions (iii) and (iv), from time to time to establish and amend plans for the distribution among or sale to any one or more of the officers or employees of the Corporation, or any subsidiary of the Corporation, of any shares of stock or other securities of the Corporation of any class, or for the grant to any of such officers or employees of rights or options to subscribe for, purchase or otherwise acquire any such shares or other securities, without in any case offering those shares or any part of them to the holders of any shares of the Corporation of any class now or in the future authorized; such distribution, sale or grant may be in addition to or partly in lieu of the compensation of any such officer or employee and may be made in consideration for or in recognition of services rendered by the officer or employee, or to provide him/her with an incentive to serve or to agree to serve the Corporation or any subsidiary of the Corporation, or otherwise as the board of directors may determine; and

(vi)           To sell, lease, exchange, mortgage, pledge, or otherwise dispose of or encumber all or any part of the assets of the Corporation unless and except to the extent otherwise expressly required by statute.

(b) The board of directors, in its discretion, may from time to time:

(i)          Declare and pay dividends upon the authorized shares of stock of the Corporation out of any assets of the Corporation available for dividends, but dividends may be declared and paid upon shares issued as partly paid only upon the basis of the percentage of the consideration actually paid on those shares at the time of the declaration and payment;

(ii)          Use and apply any of its assets available for dividends, subject to the provisions of these Articles, in purchasing or acquiring any of the shares of stock of the Corporation; and

(iii)        Set apart out of its assets available for dividends such sum or sums as the board of directors may deem proper, as a reserve or reserves to meet contingencies, or for equalizing dividends, or for maintaining or increasing the property or business of the Corporation, or for any other purpose it may deem conducive to the best interests of the Corporation. The board of directors in its discretion at any time may increase, diminish or abolish any such reserve in the manner in which it was created.

11.2        Approval of Interested Director or Officer Transactions: No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other Corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his/her or their votes are counted for such purpose, if:

(a)         The material facts as to his/her interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by a vote sufficient for such purpose without counting the vote of the interested director or directors; or

(b)          The material facts as to his/her interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or

(c)          The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the shareholders.

Interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee that authorizes the contract or transaction.

11.3 Indemnification:

(a)         The Corporation shall indemnify any person 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 the fact that he/she 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 Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fee), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.

(b)         The Corporation shall 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 he/she 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 Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the Corporation unless and only to the extent that 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 person is fairly and reasonably entitled to indemnity for such expenses which such other court shall deem proper.

(c)         To the extent that any person referred to in paragraphs (a) and (b) of this Article has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to therein or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection therewith.

(d)         Any indemnification under paragraphs (a) and (b) of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he/she has met the applicable standard of conduct set forth in paragraphs (a) and (b) of this Article. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the shareholders.

(e)         Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he/she is entitled to be indemnified by the Corporation as provided in this Article.

(f)         The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(g)           The Corporation shall have power to purchase and maintain insurance on behalf of any person who 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 Corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Corporation would have the power to indemnify him/her against such liability under the provisions of this Article 11.

(h)         For the purposes of this Article, references to "the Corporation" include all constituent Corporations absorbed in a consolidation or merger as well as the resulting or surviving Corporation so that any person who is or was a director, officer, employee or agent of such a constituent Corporation or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this section with respect to the resulting or surviving Corporation as he/she would if he/she had served the resulting or surviving Corporation in the same capacity.

Article 12. Affiliated Transactions

This Corporation expressly elects not to be governed by the provisions of Section 607.0901 of the Florida Business Corporation Act, as amended from time to time, relating to affiliated transactions..

Article 13. Control Share Acquisitions

This Corporation expressly elects not to be governed by the provisions of Section 607.0902 of the Florida Business Corporation Act, as amended from time to time, relating to control share acquisitions.

IN WITNESS WHEREOF, the undersigned, as incorporator, hereby executes these Articles of Incorporation this 1st day of October 2003.

Todd May

CERTIFICATE OF DESIGNATION

REGISTERED AGENT/REGISTERED OFFICE

PURSUANT TO THE PROVISIONS OF SECTION 607.0501, FLORIDA STATUTES, THE UNDERSIGNED CORPORATION, ORGANIZED UNDER THE LAWS OF THE STATE OF FLORIDA, SUBMITS THE FOLLOWING STATEMENT IN DESIGNATING THE REGISTERED OFFICE/REGISTERED AGENT, IN THE STATE OF FLORIDA.

1. The name of the corporation is: The Luxurious Travel Corp.

2. The name and address of the registered agent and office is:

Todd May

10041 Pines Boulevard, Suite D

Pembroke Pines, FL 33024

Having been named as registered agent and to accept service of process for the above stated corporation at the place designated in this certificate, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent.

Todd May

Registered Agent

Date: October 1, 2003

EX-3.2 5 v365491_ex3-2.htm EXHIBIT 3.2

THE LUXURIOUS TRAVEL CORP.

(a Florida corporation)

BYLAWS

ARTICLE I

OFFICES

Section 1.1           Registered Office. The Corporation shall have its registered office in the State of Florida.

Section 1.2           Additional Offices. The Corporation may also have offices, including its principal office, at such other places, both within and without the State of Florida, as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1           Time and Place. Meetings of stockholders may be held at such time and place, within or without the State of Florida, as the Board of Directors may fix from time to time and as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2           Annual Meeting. Annual meetings of stockholders shall be held each year at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At such annual meeting, the stockholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 2.3           Notice of Annual Meeting. Written notice of the annual meeting, stating the place (if any), date and time thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days prior to the meeting, except as otherwise required by statute. If mailed, such notice shall be deemed to have been given when deposited in the U.S. mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

Section 2.4           Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the Chairman of the Board, if any, or the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors or at the request in writing of the stockholders owning a majority of the shares of capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 2.5           Notice of Special Meeting. Written notice of a special meeting, stating the place (if any), date and time thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days prior to the meeting, except as required by statute.

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Section 2.6           List of Stockholders. The officer in charge of the stock ledger of the Corporation or the transfer agent shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, at a place within the city where the meeting is to be held, which place, if other than the place of the meeting, shall be specified in the notice of the meeting. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present in person thereat.

Section 2.7           Presiding Officer; Business to be Transacted at Special Meetings.

(a)          Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or, if he is not present (or, if there is none), by the President, or, if he is not present, by a Vice President, or, if he is not present (or, if there is none), by such person who may have been chosen by the Board of Directors, or, if none of such persons is present, by a chairman to be chosen by the stockholders owning a majority of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at the meeting and who are present in person or represented by proxy. The Secretary of the Corporation, or, if he is not present, an Assistant Secretary, or, if he is not present (or, if there is none), such person as may be chosen by the Board of Directors, shall act as secretary of meetings of stockholders, or, if none of such persons is present, the stockholders owning a majority of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at the meeting and who are present in person or represented by proxy shall choose any person present to act as secretary of the meeting.

(b)          Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 2.8           Quorum; Adjournments. The holders of a majority of the shares of capital stock of the Corporation issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be necessary to, and shall constitute a quorum for, the transaction of business at all meetings of the stockholders, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, a quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice of the adjourned meeting if the time and place (if any) thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken, until a quorum shall be present or represented. Even if a quorum shall be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time for good cause, without notice of the adjourned meeting, if the time and place thereof are announced at the meeting at which the adjournment is taken, until a date which is not more than 30 days after the date of the original meeting. At any such adjourned meeting, at which a quorum shall be present in person or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat.

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Section 2.9           Voting.

(a)          At any meeting of stockholders, every stockholder having the right to vote shall be entitled to vote in person or by proxy, but no proxy shall be voted or acted upon after three (3) years form its date, unless the proxy provides for a longer period. Except as otherwise provided by law or the Certificate of Incorporation, each stockholder of record shall be entitled to one vote for each share of capital stock registered in such stockholder’s name on the books of the Corporation.

(b)          All elections shall be determined by a plurality vote, and, except as otherwise provided by law or the Certificate of Incorporation, all other matters shall be determined by the affirmative vote of a majority of the shares present in person or represented by proxy and voting on such other matters.

Section 2.10         Action by Consent. Any action required or permitted by law or the Certificate of Incorporation to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if the action is taken by persons having voting power equal to not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted. The action must be evidenced by one or more written consents describing the action taken, signed by the stockholders entitled to take action without a meeting and delivered to the Corporation in the manner prescribed by the Florida Business Corporations Act for inclusion in the minute book. No consent shall be effective to take the corporate action specified unless the number of consents required to take such action are delivered to the Corporation within sixty days of the delivery of the earliest-dated consent (or such lesser period as required by statute). A telegram, cablegram or other electronic transmission consenting to such action and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written,, signed and dated for the purposes of this Section 2.10, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine (1) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (2) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is delivered to the Corporation in accordance with the Florida Business Corporations Act. Written notice of the action taken shall be given in accordance with the Florida Business Corporations Act to all stockholders who do not participate in taking the action who would have been entitled to notice is such action had been taken at a meeting having a record date on the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.

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ARTICLE III

DIRECTORS

Section 3.1           General Powers; Number; Tenure. The business of the Corporation shall be managed by its Board of Directors, which may exercise all powers of the Corporation and perform all lawful acts and things which are not by law, the Certificate of Incorporation or these Bylaws directed or required to be exercised or performed by the stockholders. Within the limits specified in this Section 3.1, the number of directors shall be determined by the Board of Directors from time to time, except that if no such determination is made, the number of directors shall be one (1), but may never be less than the number otherwise permitted by law. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3.2 of this Article, and each director elected shall hold office until his successor is elected and shall qualify. Directors need not be stockholders.

Section 3.2           Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by the affirmative vote of a majority of the directors then in office, although fewer than a quorum, or by a sole remaining director. Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, vacancies and newly created directorships of such class or classes or series may be filled by the affirmative vote of a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. Each director so chosen shall hold office until the next election of directors and until such director’s successor is elected and qualified, or until the director’s earlier death, resignation or removal. In the event that one or more directors resign from the Board, effective at a future date, a majority of the directors then in office who were elected by holders of the same class of stock as the director(s) so resigning, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office until the next election of directors, and until such director’s successor is elected and qualified, or until the director’s earlier death, resignation or removal..

Section 3.3           Place of Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the State of Florida.

Section 3.4           Annual Meeting. The annual meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held at such time, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors or as shall be specified in a written waiver signed by all of the directors.

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Section 3.5           Regular Meetings. Regular meetings of the Board of Directors may be held without notice, at such time and place as may from time to time be determined by the Board of Directors.

Section 3.6           Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President or by two or more directors on at least two days’ notice to each director, if such notice is delivered personally or by telephone, facsimile, express delivery service (so that the scheduled delivery date of the notice is at least one day in advance of the meeting), or on at least five days’ notice if sent by mail (effective upon the deposit of such notice in the mail. Any such notice need not state the purpose or purposes of such meeting except as provided in ARTICLE XII.

Section 3.7           Quorum; Adjournments. At all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or the Certificate of Incorporation. If a quorum is not present at any meeting of the Board of Directors, the directors present may adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.8           Compensation. Directors shall be entitled to such compensation for their services as directors and to such reimbursement for any reasonable expenses incurred in attending directors’ meetings as may from time to time be fixed by the Board of Directors. The compensation of directors may be on such basis as is determined by the Board of Directors. Any director may waive compensation for any meeting. Any director receiving compensation under these provisions shall not be barred from serving the Corporation in any other capacity and receiving compensation and reimbursement for reasonable expenses for such other services.

Section 3.9           Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting by a consent thereto in writing or by electronic transmission, if all members of the Board of Directors consent thereto in writing or participate in the electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the Board of Directors.

Section 3.10         Meetings by Telephone or Similar Communications. The Board of Directors may participate in a meeting by means of conference telephone or similar communications equipment by means of which all directors participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person by such director at such meeting.

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Section 3.11         Waiver of Notice of Meeting. A director may waive any notice required by statute, the Certificate of Incorporation or these Bylaws before or after the date and time stated in the notice. Except as set forth below, the waiver must be in writing, signed by the director entitled to the notice, or made by electronic transmission by the director entitled to the notice, and delivered to the Corporation for inclusion in the minute book. Notwithstanding the foregoing, a director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

ARTICLE IV

COMMITTEES

Section 4.1           Committees. The Board of Directors, by resolution adopted by a majority of the whole Board, may designate one or more committees, each committee to consist of one (1) or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified form voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of the absent or disqualified member.

Section 4.2           Powers. To the extent provided in the resolution of the Board appointing the committee and subject to any restrictions imposed by statute, any such committee shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation

Section 4.3           Procedure; Meetings. Each committee shall fix its own rules of procedure and shall meet at such times and at such place or places as may be provided by such rules or as the members of the committee shall provide. Each committee shall keep regular minutes of its meetings and deliver such minutes to the Board of Directors.

Section 4.4           Quorum. A majority of the members of a committee shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the members of the committee shall be required for any action of such committee except as may otherwise be specifically provided by statute or the Certificate of Incorporation; provided, however, that when a committee of one member is authorized under the provisions of Section 4.1 of this Article, such one member shall constitute a quorum. If a quorum is not present at any committee meeting, the directors present may adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 4.5           Vacancies; Changes; Discharge. The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of, and to discharge any committee.

Section 4.6           Compensation. Members of any committee shall be entitled to such compensation for their services as members of any such committee and to such reimbursement for any reasonable expenses incurred in attending committee meetings as may from time to time be fixed by the Board of Directors. Any member may waive compensation for any meeting. Any committee member receiving compensation under these provisions shall not be barred from serving the Corporation in any other capacity and from receiving compensation and reimbursement of reasonable expenses for such other services.

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Section 4.7           Action by Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if a written consent to such action is signed by all members of the committee and such written consent is filed with the minutes of its proceedings.

Section 4.8           Meetings by Telephone or Similar Communications. The members of any committee designated by the Board of Directors may participate in a meeting of such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other and participation in such meeting shall constitute presence in person at such meeting.

ARTICLE V

NOTICES

Section 5.1           Form; Delivery. Whenever, under the provisions of law, the Certificate of Incorporation or these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice unless otherwise specifically provided, but such notice may be given in writing, by mail, addressed to such director or stockholder, at such party’s address as it appears on the records of the Corporation, with postage thereon prepaid. Such notices shall be deemed to be given at the time they are deposited in the United States mail. Notice to a director may also be given personally, express courier or by telegram sent to his address as it appears on the records of the Corporation or by facsimile.

Section 5.2           Waiver. Whenever any notice is required to be given under the provisions of law, the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed to be equivalent to such notice. In addition, any stockholder who attends a meeting of stockholders in person, or is represented at such meeting by proxy, without protesting at the commencement of the meeting the lack of notice thereof to him, or any director who attends a meeting of the Board of Directors or a committee without protesting at the commencement of the meeting such lack of notice, shall be conclusively deemed to have waived notice of such meeting.

ARTICLE VI

OFFICERS

Section 6.1           Required Officers. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President, Treasurer and Secretary. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.

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Section 6.2           Other Officers; Term of Office; Removal. The Board of Directors at its annual meeting after each annual meeting of stockholders shall choose a President, a Secretary and a Treasurer. The Board of Directors may also choose a Chairman of the Board, a Chief Executive Officer, a Chief Operating Officer, a Chief Financial Officer, a Vice President or Vice Presidents, one or more Assistant Secretaries and/or Assistant Treasurers, and such other officers and agents as it shall deem necessary or appropriate. All officers of the Corporation shall exercise such powers and perform such duties as shall from time to time be determined by the Board of Directors. Each officer of the Corporation shall hold office until his successor is chosen and shall qualify or until his earlier resignation or removal. Any officer elected or appointed by the Board of Directors may be removed, with or without cause, at any time by the affirmative vote of a majority of the directors then in office. Such removal shall not prejudice the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the Corporation may be filled in the manner prescribed by the Board of Directors.

Section 6.3           Compensation. The salaries of all officers of the Corporation shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

Section 6.4           The Chairman of the Board. The Chairman of the Board, if any, shall be subject to the direction of the Board of Directors and perform such functions and duties as may be assigned to him from time to time by the Board of Directors. He shall, if present, preside at all meetings of the Board of Directors.

Section 6.5           The President.

(a)          The President, unless there is a Chief Executive Officer, shall be the chief executive officer of the Corporation and, subject to the direction of the Board of Directors, shall have general charge of the business, affairs and property of the Corporation and general supervision over its other officers and agents. In general, he shall perform all duties incident to the office of President and shall see that all orders and resolutions of the Board of Directors are carried into effect. In addition to and not in limitation of the foregoing, the President shall be empowered to authorize any change of the registered office or registered agent (or both) of the Corporation in the State of Florida.

(b)          Unless otherwise prescribed by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to attend, act and vote at any meeting of security holders of other corporations in which the Corporation may hold securities. At such meeting the President shall possess and may exercise any and all rights and powers incident to the ownership of such securities which the Corporation might have possessed and exercised if it had been present. The Board of Directors may from time to time confer like powers upon any other person or persons.

Section 6.6           The Vice Presidents. The Vice President, if any (or in the event there be more than one, the Vice Presidents in the order designated, or in the absence of any designation, in the order of their election), shall, in the absence of the President or in the event of his disability, perform the duties and exercise the powers of the President and shall generally assist the President and perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors.

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Section 6.7           The Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all votes and the proceedings of the meetings in a book to be kept for that purpose and shall perform like duties for any committee of the Board of Directors, if required. He shall give, or cause to be given, notice of all meetings of stockholders and special meetings of the Board of Directors, and shall perform such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board or the President, under whose supervision he shall act. He shall have custody of the seal of the Corporation, and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and, when so affixed, the seal may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing thereof by his signature.

Section 6.8           The Assistant Secretary. The Assistant Secretary, if any (or in the event there be more than one, the Assistant Secretaries in the order designated, or in the absence of any designation, in the order of their election), shall, in the absence of the Secretary or in the event of his disability, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors.

Section 6.9           The Treasurer. The Treasurer shall have the custody of the corporate funds and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may from time to time be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chairman of the Board, the President and the Board of Directors, at regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

Section 6.10         The Assistant Treasurer. The Assistant Treasurer, if any (or in the event there shall be more than one, the Assistant Treasurers in the order designated, or in the absence of any designation, in the order of their election), shall, in the absence of the Treasurer or in the event of his disability, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors.

Section 6.11         The Chief Financial Officer. The Chief Financial Officer, if any, shall have the custody of the corporate funds and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may from time to time be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer, the Chief Operating Officer and the Board of Directors, at meetings of the Board of Directors, or whenever they may require it, an account of all his transactions as Chief Financial Officer and of the financial condition of the Corporation.

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Section 6.12         The Chief Operating Officer. Except as otherwise determined by the Board of Directors, the Chief Operating Officer, if any, shall have general charge of such day-to-day operations of the business as shall be assigned to him by the Chief Executive Officer. The Chief Operating Officer shall, in the absence of the Chief Executive Officer or in the event of his disability, perform the duties and exercise the powers of the Chief Executive Officer.

Section 6.13         The Chief Executive Officer.

(a)          The Chief Executive Officer, if any, subject to the direction of the Board of Directors, shall have general charge of the business, affairs and property of the Corporation and general supervision over its other officers and agents. In general, he shall perform all duties incident to the office of Chief Executive Officer and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall, if present, preside at all meetings of stockholders and of the Board of Directors. In addition to and not in limitation of the foregoing, the Chief Executive Officer shall be empowered to authorize any change of the registered office or registered agent (or both) of the Corporation in the State of Florida.

(b)          Unless otherwise prescribed by the Board of Directors, the Chief Executive Officer shall have full power and authority on behalf of the Corporation to attend, act and vote at any meeting of security holders or other corporations in which the Corporation may hold securities. At such meeting, the Chief Executive Officer shall possess and may exercise any and all rights and powers incident to the ownership of such securities which the Corporation might have possessed and exercised if it had been present. The Board of Directors may from time to time confer like powers upon any other person or persons.

Section 6.14         Fidelity Bonds. The Corporation may secure fidelity of any or all of its officers or agents by bond or otherwise.

ARTICLE VII
BOARD OF ADVISORS

The Board of Directors, in its discretion, may authorize the formation of an independent Board of Advisors. Any such Board of Advisors may make recommendations concerning the business or policy of the corporation to the Board of Directors in a strictly advisory capacity. Any such Board of Advisors shall have no rights, powers or authority to issue final decisions in matters concerning the business of the corporation. The number and composition of the Board of Advisors shall be determined exclusively by the Board of Directors. The Advisors, if any, shall be appointed by the Board of Directors and shall hold their positions at the pleasure of the Board of Directors.

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ARTICLE VIII

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

Reference is made to the Florida Business Corporations Act. Particular reference is made to the class of persons (hereinafter called “Indemnitees”) who may be indemnified by a Florida corporation pursuant to the applicable provisions, namely, any person (or the heirs, executors or administrators of such person) 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, by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The Corporation shall (and is hereby obligated to) indemnify the Indemnitees, and each of them, in each and every situation where the Corporation is obligated to make such indemnification pursuant to the aforesaid statutory provisions. The Corporation shall indemnify the Indemnitees, and each of them, in each and every situation where, under the aforesaid statutory provisions, the Corporation is not obligated, but is nevertheless permitted or empowered, to make such indemnification, it being understood, that, before making such indemnification with respect to any situation covered under this sentence, the Corporation shall promptly make or cause to be made a determination as to whether each Indemnitee acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, in the case of any criminal action or proceeding, had no reasonable cause to believe that such Indemnitee’s conduct was unlawful. No such indemnification shall be made (where not required by statute) unless it is determined that such Indemnitee acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, in the case of any criminal action or proceeding, had no reasonable cause to believe that such Indemnitee’s conduct was unlawful.

ARTICLE IX

AFFILIATED TRANSACTIONS AND INTERESTED DIRECTORS

Section 9.1           Affiliated Transactions. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because any such director’s or officer’s votes are counted for such purpose, if:

(a)          The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

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(b)          The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(c)          The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof, or the stockholders.

Section 9.2           Determining Quorum. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee thereof which authorizes the contract or transaction.

ARTICLE X

STOCK CERTIFICATES

Section 10.1         Form; Signatures.

(a)          Every holder of stock in the Corporation shall be entitled to have a certificate, signed by the Chairman of the Board of Directors or the President, and the Treasurer (or an Assistant Treasurer) or the Secretary (or an Assistant Secretary) of the Corporation, representing the number and class (and series, if any) of shares owned by such stockholder. Any or all of such signatures may be facsimile. A certificate may be manually signed by a transfer agent or registrar other than the Corporation or its employee but may be a facsimile. In case any officer who has signed, or whose facsimile signature was placed on, a certificate shall have ceased to be such officer before such certificate is issued, it may nevertheless be issued by the Corporation with the same effect as if he were such officer at the date of its issue.

(b)          All stock certificates representing shares of capital stock which are subject to restrictions on transfer or to other restrictions may have imprinted thereon such notation to such effect as may be determined by the Board of Directors.

Section 10.2         Registration of Transfer. Upon surrender to the Corporation or any transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation or its transfer agent to issue a new certificate to the person entitled thereto, to cancel the old certificate and to record the transaction upon its books.

Section 10.3         Registered Stockholders.

(a)          Except as otherwise provided by law, the Corporation shall be entitled to recognize the exclusive right of a person who is registered on its books as the owner of shares of its capital stock to receive dividends or other distributions, to vote as such owner, and to hold liable for calls and assessments any person who is registered on its books as the owner of shares of its capital stock. The Corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person.

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(b)          If a stockholder desires that notices and/or dividends shall be sent to a name or address other than the name or address appearing on the stock ledger maintained by the Corporation (or by the transfer agent or registrar, if any), such stockholder shall have the duty to notify the Corporation (or the transfer agent or registrar, if any) in writing, of such desire. Such written notice shall specify the alternate name or address to be used.

Section 10.4         Record Date.

(a)          In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the next day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b)          In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the Florida Business Corporations Act, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Florida, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Florida Business Corporations Act, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)          In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

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Section 10.5         Lost, Stolen or Destroyed Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation which is claimed to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum, or other security in such form, as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate claimed to have been lost, stolen or destroyed.

ARTICLE XI

GENERAL PROVISIONS

Section 11.1         Inspection of Books and Records. Any stockholder, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation’s records as provided by the Florida Business Corporations Act and to make copies or extracts therefrom. A proper business purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office or at its principal place of business.

Section 11.2         Dividends. Subject to the provisions of the Certificate of Incorporation, dividends upon the outstanding capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting, pursuant to law, and may be paid in cash, in property or in shares of the Corporation’s capital stock.

Section 11.3         Reserves. The Board of Directors shall have full power, subject to the provisions of law and the Certificate of Incorporation, to determine whether any, and, if so, what part, of the funds legally available for the payment of dividends shall be declared as dividends and paid to the stockholders of the Corporation. The Board of Directors, in its sole discretion, may fix a sum which may be set aside or reserved over and above the paid-in capital of the Corporation for working capital or as a reserve for any proper purpose, and may, from time to time, increase, diminish or vary such fund or funds.

Section 11.4         Fiscal Year. The fiscal year of the Corporation shall be a calendar year unless otherwise determined by the Board of Directors.

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Section 11.5         Seal. The corporate seal, if the directors shall adopt one, shall have inscribed thereon the name of the Corporation, the year of its incorporation and the words “Corporate Seal” and “Florida”. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced in any other manner.

Section 11.6         Checks, Drafts, Notes and Other Instruments. Checks, notes, drafts and other instruments for the payment of money drawn or endorsed in the name of the Corporation may be signed by any officer or officers or person or persons authorized by the Board of Directors to sign the same.

Section 11.7         Voting of Securities. Except as the Board of Directors may otherwise designate, the President, any Vice President or the Treasurer shall have the authority to waive notice of, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for the Corporation (with or without power of substitution) to vote or otherwise act at any meeting of stockholders or shareholders of any other corporation or organization, the securities of which may be held by the Corporation, or to consent to any action.

Section 11.8         Electronic Transmission. Any vote, notice, consent or other action to be made by the Corporation or its officers, directors, agents or stockholders may be taken via an electronic transmission or other similar method of communication to the fullest extent permitted by the Florida General Corporation Act.

ARTICLE XII

AMENDMENTS

The Board of Directors shall have the power to make, amend, alter and repeal these Bylaws, and to adopt new bylaws, by an affirmative vote of a majority of the whole Board, provided that notice of the proposal to make, amend, alter or repeal these Bylaws, or to adopt new bylaws, must be included in the notice of the meeting of the Board of Directors at which such action takes place.

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EX-23.2 6 v365491_ex23-2.htm EXHIBIT 23.2

15 Warren Street, Suite 25

Hackensack, NJ 07601

(201) 342-342-7753

Fax: (201) 342-7598

E-mail: paritz@paritz.com

Paritz & Company, P.A.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

The Luxurious Travel Corp.

1535 Jackson Street

Hollywood, FL 33020

Gentlemen:

We consent to the use in this Registration Statement on Form S-1 of our report dated December 10, 2013, relating to the financial statements of The Luxurious Travel Corp. for the years ended December 31, 2012 and 2011, which appears in such registration statement.

We also consent to the reference to us under the heading “Experts” in such Registration Statement.

Paritz & Company, P.A.

Hackensack, New Jersey

January 16, 2014