Forward Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding guidance, industry prospects or future results of operations or financial position, made in this Quarterly Report on Form 10-Q are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons, including, those risks described in our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission ("SEC") on March 27, 2008, March 31, 2008 and August 14, 2009, and the risks discussed in other SEC filings. These risks and uncertainties, as well as other risks and uncertainties, could cause our actual results to differ significantly from management's expectations. The forward-looking statements included in this report reflect the beliefs of our management on the date of this report. We undertake no obligation to update publicly any forward-looking statements for any reason.

Overview

We are focused on internally growing and developing our group of diversified vacation marketing companies with a range of products that can be cross-sold to an extensive customer base and providing a high degree of personalized service to help consumers research, plan and purchase a vacation.

We provide vacation marketing services through five wholly owned subsidiaries. Our portfolio of travel companies includes:

· Online Vacation Center, Inc., a full service vacation seller focused on serving the affluent retiree market. Historically, this subsidiary has been the core business, accounting for the majority of revenue and net income through the sale of high margin cruise packages. This business is now integrated with our other travel companies, Curves Travel, the licensed travel management company of Curves International, Inc., and Cruises for Less, our home-based selling group

· Dunhill Vacations, Inc., the publisher of three travel newsletters, "Top Travel Values", "Spotlight", and "TRAVELFLASH"

We generate revenues from:

· commissions on cruises

· commissions on other travel related products

· commissions on travel insurance

· advertising and marketing services provided to travel suppliers

We currently market our services by:

· producing travel-related publications for consumers

· telemarketing to our existing customer base

· direct mailing to our existing customer base as well as targeted prospects

· sending emails to our opt in subscription base

Operating expenses include those items necessary to advertise our services, produce our marketing materials, maintain and staff our travel reservation and fulfillment center including technological enhancements, payroll, commissions and benefits, telephone, ticket delivery, general and administrative expenses, rent and computer maintenance fees.

Effects of Restatement

In this Quarterly Report, we restated our condensed consolidated statements of operations and condensed consolidated statement of cash flows for the nine months period ended September 30, 2008 for the effects of a restatement of our financial statements for the years ended December 31, 2008 and 2007. The restatement corrected errors relating to: (i) accounting for the disposition of Phoenix International Publishing, LLC ("Phoenix") in March 2008 and (ii) the accounting treatment for the conversion feature associated with convertible debt issued in conjunction with the acquisitions of Thoroughbred Travel, LLC and La Fern, Inc in 2006.

As a result of these adjustments, both the Company's loss from discontinued operations and its net loss for the nine months ended September 30, 2008 were understated by $681,250. In addition, the Company's accumulated deficit as of December 31, 2008 was understated by $681,250, additional paid in capital as of December 31, 2008 was understated by $624,826 and goodwill as of December 31, 2008 was overstated by $56,424. Finally, the Company's loss per share from discontinued operations; both basic and diluted were overstated by $0.04 and net income per share; both basic and diluted were overstated by $0.04 for the nine months ended September 30, 2008. There was no impact on net cash used in operating activities, the net decrease in cash and equivalents for the nine months ended September 30, 2008 or the balance of cash and cash equivalents as of September 30, 2008. See Part I, Item I - Financial Statements, Note 2 - Restatements and Revisions.

Results of Operations

Three Months Ended September 30, 2009 Compared to the Three Months Ended September 30, 2008

Continuing operations:

Revenues decreased by $147,124, 8. 6%, to $1,571,884 for the three months ended September 30, 2009 ("the third quarter of 2009") compared with $1,719,008 for the three months ended September 30, 2008 ("the third quarter of 2008"). The decrease is attributable to a decrease in commission revenues offset by an increase in publishing revenues.

Selling and marketing expenses increased by $148,015, 36.5% , to $553,375 for the third quarter of 2009 compared with $405,360 for the third quarter of 2008. The increase is primarily attributable to an increase in marketing costs. Selling and marketing expenses primarily consist of sales staff compensation and costs to produce marketing materials.

General and administrative expenses decreased by $152,417, 12.9%, to $1,031,482 for the third quarter of 2009 compared with $1,183,899 for the third quarter of 2008. The decrease is primarily attributable to cost cutting efforts in all general and administrative expenses. General and administrative expenses primarily include management and non sales staff compensation, professional services, and occupancy costs.

Depreciation and amortization expense for the third quarter of 2009 was $121,691 compared with $95,361 for the third quarter of 2008. Amortization expense increased by $26,330 during the third quarter of 2009, primarily as a result of an increase in the amortization expense of the Dunhill subscriber list.

Net interest income increased to $2,859 for the third quarter of 2009 compared with net interest expense of $2,876 for the third quarter of 2008. The reduction in net interest expense for third quarter of 2009 was primarily attributable to a reduction in our debt levels as a result of our payments made on the debt issued by us in conjunction with our acquisition of La Fern, Inc. and La Tours and Cruises, Inc. and an increase in our cash balances during 2009.

Our loss before income taxes was $131,805 in the third quarter of 2009 compared with income before income taxes of $31,512 in the third quarter of 2008. These results are primarily attributable to the decrease in revenues, an increase in selling and marketing costs and depreciation and amortization expenses offset by a decrease in general and administrative expenses during the third quarter of 2009.

The provision for income taxes decreased to $411 for the third quarter of 2009 compared with a provision for income taxes of $13,627 for the third quarter of 2008. The decrease is directly related to a decrease in income before income taxes of $163,317 during the third quarter of 2009. The tax rate in the third quarter of 2009, .3%, was due to an adjustment of prior year federal taxes and the tax effects of items deductible on the current year's tax return but are amortized on our books. The tax rate in the third quarter of 2008 was 43.2% due to the tax effect of non deductible items.

As a result of the foregoing, our loss from continuing operations was $132,216 for the third quarter of 2009 compared with income from continuing operations of $17,885 for the third quarter of 2008.

Nine Months Ended September 30, 2009 compared to Nine Months Ended September 30, 2009

Continuing Operations

Revenues increased by $292,983, 4.7%, to $6,522,341 for the nine months ended September 30, 2009 compared with $6,229,358 for the nine months ended September 30, 2008. The increase is attributable to an increase in publishing and marketing revenues offset by a decrease in commission revenues.

Selling and marketing expenses decreased by $189,033, 9.8% to $1,746,582 for the nine months ended September 30, 2009 compared with $1,935,615 for the nine months ended September 30, 2008. The decrease is attributable to a decrease in marketing costs. Selling and marketing expenses primarily consist of sales staff compensation and costs to produce marketing materials.

General and administrative expenses decreased by $601,677 or 15.4% to $3,294,875 for the nine months ended September 30, 2009 compared with $3,896,552 for the nine months ended September 30, 2008. The decrease is primarily attributable to cost cutting efforts in all general and administrative expenses. General and administrative expenses primarily include management and non sales staff compensation, professional services, and occupancy costs.

Depreciation and amortization expense for the nine months ended September 30, 2009 was $343,941 compared with $256,401 for the nine months ended September 30, 2008. Amortization expense increased by $88,481 during the nine months ended September 30, 2009 as a result of the increase in the amortization expense of the Dunhill subscriber list.

Net interest income increased to $5,921 for the nine months ended September 30, 2009 compared with net interest expense of $25,382 for the nine months ended September 30, 2008. The decrease in interest expense for the nine months ended September 30, 2009 is primarily attributable to the first quarter of 2008 expense imputed on the receivable from Phoenix payable over 40 months and higher debt balances as a result of our acquisition of La Fern, Inc. and La Tours and Cruises, Inc.

Our income before provision for income taxes was $1,142,864 for the nine months ended September 30, 2009 compared with our income before provision for income taxes of $115,408 for the nine months ended September 30, 2008. The income is due to an increase in revenues and a decrease in selling and marketing expenses, general and administrative expenses and net interest expense offset by an increase in depreciation and amortization expense.

The provision for income taxes increased from $81,755 for the nine months ended September 30, 2008 to $517,397 for the nine months ended September 30, 2009. The increase is directly related to the increase in results from operations where income before income taxes was $1,142,864 for the nine months ended September 30, 2009 compared with income before income taxes of $115,408 for the nine months ended September 30, 2008. The tax rate for the nine months ended September 30, 2009, 45.3%, was higher than the statutory rate because of an adjustment of prior year federal taxes and the tax effects of items deductible on the current year's tax return but are amortized on our books. The tax rate for the nine months ended September 30, 2008, 70.8%, was higher than the statutory rate because of the tax effect of non deductible items and a true up of prior year state taxes.

As a result of the foregoing, our income from continuing operations for the nine months ended September 30, 2009 was $625,467 compared with income from continuing operations of $33, 653 for the nine months ended September 30, 2008.

Discontinued Operations

We acquired Phoenix, a United Kingdom publisher of consumer magazines and guides about travel to the U.S. and Canada, on August 31, 2006 for 1,450,000 shares of our common stock. In November 2007, the Company's Board of Directors granted the Company the authority to sell Phoenix. On March 31, 2008, we sold Phoenix to Mr. Todd, the former owner of Phoenix, in exchange for 1,250,000 shares of our common stock which were owned by Mr. Todd. The Company valued the 1,250,000 shares of the Company's common stock based on the market (fair) value, $0.58, at the time of the transaction, in accordance with Statement of Financial Accounting Standards No. 157- Fair Value Measurements and recorded a loss upon disposition of Phoenix of $739,632. For tax purposes, the transaction was treated as split-off with no resulting tax consequences. We retired the 1,250,000 shares of our common stock received from Mr. Todd in the sale transaction as of March 31, 2008.

On September 30, 2009, our Board of Directors authorized the sale of Thoroughbred Travel LLC ("Thoroughbred") and La Tours and Cruises, Inc. ("La Tours"), our Houston, Texas based travel agencies focused on providing luxury based personal travel products, such as cruises, European tours and all inclusive vacations. Additionally, our Board of Directors authorized the dissolution of La Fern, Inc. ("La Fern") a Florida travel agency focused on providing land-based vacations. We acquired Thoroughbred in September 2006. La Fern in October 2006 and La Tours in January 2007.

On October 19, 2009, we entered into a definitive agreement (the "Sales Agreement") to sell the assets and liabilities arising from customer travel after November 2, 2009 of La Tours and Thoroughbred to West University Travel LLC, a Texas limited liability company ("West University). The principal members of West University are Ray Schutter, President of La Tours and Thoroughbred, and Cecilia Schutter. We acquired West University from Ray and Cecilia Schutter in January 2007 in exchange for $550,000 in cash, which was paid in installments, and 50,000 restricted shares of our common stock. Pursuant to the Sales Agreement, Mr. and Mrs. Schutter will return 50,000 restricted shares of our common stock and forgive our $100,000 note issued to the Schutters in conjunction with our acquisition of La Tours. Upon consummation of the Sales Agreement, Mr. Schutter will resign as President of La Tours and Thoroughbred and we will retire the 50,000 shares of our common stock.

As a result of the above events, we reviewed the carrying value of all intangibles and goodwill attributable to La Fern, Thoroughbred and La Tours for impairment. An intangible impairment loss of $103,923 and a goodwill impairment loss of $1,170,191 were recorded as of September 30, 2009. The fair value of the tested intangibles and the related subsidiaries was based on the estimated proceeds to be derived from the sale of assets and liabilities of La Tours and Thoroughbred and the estimated residual value upon dissolution of La Fern.

The results of operations and cash flows of Phoenix, La Tours, Thoroughbred and La Fern have been removed from the results of continuing operations for the three months and nine months ended September 30, 2008 and 2009 sans Phoenix, respectively. The results of operations of Phoenix, La Tour, Thoroughbred and La Fern for the three months ended September 30, 2009 and 2008, respectively, are as follows:

For the three months ended September 30,
                                                                     Increase/
                                                2009       2008     (Decrease)
Revenues                                   $  159,385  $ 256,969   $  (97,584)
Impairment charges- intangibles               103,923         --      103,923
Impairment charges- goodwill                1,170,191         --    1,170,191
Income (Loss) before income taxes          (1,421,137)    44,661   (1,421,137)
Income taxes (benefit)                       (590,149)    20,676     (610,825)
Income (Loss) from discontinued operations
                                           $ (873,343)  $ 23,985  $ (897,328 )

The results of operations of Phoenix, La Tour, Thoroughbred and La Fern for the nine months ended September 30, 2009 and 2008, respectively, are as follows:

For the nine months ended September 30,

                                                              Increase/
                                        2009        2008     (Decrease)
Revenues                           $  382,480  $  801,762  $  (419,282)
Impairment charges- intangibles       103,923          --      103,923
Impairment charges- goodwill        1,170,191          --    1,170,191
Income (Loss) before income taxes  (1,525,507)      3,322   (1,528,829)
Loss on disposal of Phoenix                --    (739,632)     739,632
Income taxes (benefit)               (590,149)     21,522     (611,671)
Loss from discontinued operations $ (932,358 ) $ (757,833)  $ (174,525)

As a result of the foregoing, our net loss was $1,005,559 for the third quarter of 2009 compared with net income of $41,870 in the third quarter of 2008. Our net loss for the nine months ended September 30, 2009 was $306,891 compared with a net loss of $724,180 for the nine months ended September 30, 2008.

Liquidity and Capital Resources

Cash at September 30, 2009 was $2,294,207 compared with $1,693,447 at December 31, 2008. The primary source of our liquidity and capital resources has come from our operations.

Cash flows provided by continuing operating activities for the nine months ended September 30, 2009 and 2008 were $1,781,747 and $892,003, respectively. The increase of $889,744 in 2009 was primarily attributable to an increase of income from continuing operations of $591,814, an increase in cash provided by working capital items of $324,768 and a decrease in non-cash operating items of $26,838.

Cash flows used in continuing investing activities for the nine months ended September 30, 2009 increased to $451,414 from $254,811 for the nine months ended September 30, 2008. The primary increase in cash out flows related to an a increase in intangible assets and capital expenditures of $58,927, a decrease in restricted cash of $265,108 offset by a decrease of the pre-disposition intercompany balance receivable from Phoenix totaling $122,500 .

Cash flows used in financing activities increased to $1,154,873 for the nine months ended September 30, 2009 compared with $103,155 for the nine months ended September 30, 2008. The primary increase in cash outflows was due our purchase of our common stock under a repurchase program authorized by our Board of Directors in August 2008, which was amended in March 2009 and private stock repurchase transactions with existing shareholders aggregating $1,033,168 and the payment under a capital lease obligation for new telephone equipment

Cash flows provided by discontinued operations, solely from operating activities increased to $425,300 for the nine months ended September 30, 2009 compared with $91,005 for the nine months ended September 30, 2008.

At September 30, 2009, we had a working capital of $399,850, as compared to working capital of $538,404 at December 31, 2008, a decrease of working capital of $138,554. We had an accumulated deficit of $1,893,384 at September 30, 2009, a decrease of $306,891 from December 31, 2008.

Management believes that the existing cash and cash expected to be provided by operating activities will be sufficient to fund the short term capital and liquidity needs of our operations. We may need to seek to sell equity or debt securities or obtain credit lines from financial institutions to meet our longer-term liquidity and capital requirements. We can not provide any assurances that we will be able to obtain additional capital or financing in amounts or on terms acceptable to us, if at all or on a timely basis.

We have historically been dependent on our relationships with four major cruise lines: Celebrity Cruises, Princess Cruises, Norwegian Cruise Line and Royal Caribbean Cruise Line. We also depend on third party service providers for processing certain fulfillment services.

Seasonality and Inflation

The domestic and international leisure travel industry is seasonal. Our results have been subject to quarterly fluctuations caused primarily by the seasonal variations in the travel industry. Leisure travel net revenues and net income are generally lower in the third quarter. We expect seasonality to continue in the future. We do not expect inflation to materially affect our revenues and net income.

Critical Accounting Policies

We prepared our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. As such, management is required to make certain estimates, judgments and assumptions that it believes are reasonable based on the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods presented. A more extensive list of significant accounting policies and a description of accounting policies that are considered critical may be found in our 2008 Annual Report, in the Notes to the Consolidated Financial Statements, Note 2, and the Critical Accounting Policies section. The significant accounting policies which management believes are the most critical to aid in fully understanding and evaluating our reported financial results include revenue recognition, intangible asset testing and income taxes.

Revenue Recognition

We recognize revenue in accordance with Staff Accounting Bulletin (SAB) No. 104 "Revenue Recognition in Financial Statements", which states that revenue is realized or realizable and earned when all of the following criteria are met:
persuasive evidence of an arrangement exists, services have been rendered, the seller's price to the buyer is fixed or determinable, and collectibility is reasonably assured. Vacation travel sales transactions are billed to customers at the time of booking, however, commission revenue is not recognized in the accompanying consolidated financial statements until the customers' travel occurs. Advertising revenue is recognized upon distribution of the marketing publication.

Accountings Standards Codification 605-45-pararagraphs 15-21 ("ASC 605-45-15 to 21") discusses the weighing of the relevant qualitative factors regarding our status as a primary obligor and the extent of our pricing latitude. Based upon our evaluation of vacation travel sales transactions and in accordance with the various indicators identified in ASC 605-45-15 to 21, our vacation travel suppliers assume the majority of the business risks such as providing the service and the risk of unsold travel packages. As such, all vacation travel sales transactions are recorded at the net amount, which is the amount charged to the customer less the amount to be paid to the supplier. The method of net revenue presentation does not impact operating profit, net income, earnings per share or cash flows.

Intangible Asset Testing

Absent any circumstances that warrant testing at another time, we test for goodwill and non-amortizing intangible asset impairment as part of our year-end closing process. Our goodwill testing consists of comparing the estimated fair values of each of our operating entities to their carrying amounts, including recorded goodwill. We estimate the fair value of our reporting unit by discounting its projected future cash flow. Developing future cash flow projections requires us to make significant assumptions and estimates regarding the sales, gross margin and operating expenses of our reporting unit, as well as economic conditions and the impact of planned business or operational strategies. Should future results or economic events cause a change in our projected cash flows, or should our operating plans or business model change, future determinations of fair value may not support the carrying amount of our unit, and the related goodwill would need to be written down to an amount considered recoverable. Any such write down would be included in the operating expenses except as previously discussed. While we make reasoned estimates of future performance, actual results below these expectations, or changes in business direction can result in additional impairment charges in future periods.