10SB12G/A 1 ez10sb12g1a.htm

Marked Copy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1 TO FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS

Under Section 12(b) or (g) of the Securities Exchange Act of 1934

EZ Travel, Inc.

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(Name of Small Business Issuer in its charter)

Nevada 80-0001653

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(State or other jurisdiction of (I.R.S. Employer Identification Number)

incorporation or organization)

1928 Hodgenville, Suite 104, Las Vegas, NV 89106

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(Address of principal executive offices) (zip code)

Issuers telephone number: (702) 221-1952

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Securities to be registered under section 12(b) of the Act:

Title of Each Class Name on each exchange on which

to be registered each class is to be registered

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

Securities to be registered under section 12(g) of the Act:

Common Stock, $.001 par value per share, 60,000,000 shares authorized,

3,600,000 issued and outstanding as of March 31, 2002. Preferred Stock,

$.001 par value per share, 15,000,000 shares authorized, none issued nor

outstanding as of March 31, 2002.

<PAGE>

FORWARD LOOKING STATEMENTS

EZ Travel, Inc., a developmental stage company (afterwards referred to

("EZ Travel") or the ("Company") cautions readers that certain important

factors may affect the Company's actual results and could cause such results

to differ materially from any forward-looking statements that may be deemed

to have been made in this Form 10-SB or that are otherwise made by or on

behalf of the Company. For this purpose, any statements contained in the

Form 10-SB that are not statements of historical fact may be deemed to be

forward-looking statements. Without limiting the generality of the foregoing,

words such as "may," "expect," "believe," "anticipate," "intend," "could,"

"estimate," "plans," or "continue" or the negative or other variations

thereof or comparable terminology are intended to identify forward-looking

statements. With respect to any forward-looking statements contained herein,

the Company believes that it is subject to a number of risk factors,

including: a limited operating history, its dependence on certain key

personnel, the eventual need for additional capital, potential competition,

the possible inability to find suitable employees, possible regulatory

hurdles created by changes in the ~~water supply, the effect of possible~~

~~droughts~~ travel industry, difficulties encountered creating a national

presence in the travel industry, the inability to pay dividends, possible

liabilities for service provided, and general economic and business

conditions. Any forward-looking statements in this report should be

evaluated in light of these important risk factors. The Company is also

subject to other risks detailed herein or set forth from time to time in

the Company's filings with the Securities and Exchange Commission.

<PAGE>

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Part I ......................................................... 4

Item 1. Description of Business.................................. 4

Item 2. Management's Discussion and Analysis or Plan of

Operation................................................ 16

Item 3. Description of Property.................................. 18

Item 4. Security Ownership of Management and Others and Certain

Security Holders......................................... 19

Item 5. Directors, Executives, Officers and Significant

Employees................................................ 20

Item 6. Executive Compensation................................... 21

Item 7. Certain Relationships and Related Transactions........... 22

Part II ......................................................... 23

Item 1. Legal Proceedings........................................ 23

Item 2. Market Price of and Dividends of the Registrant's

Common Equity and Other Stockholder Matters.............. 23

Item 3. Recent Sales of Unregistered Securities.................. 24

Item 4. Description of Securities................................ 26

Item 5. Indemnification of Directors and Officers................ 27

Part F/S ......................................................... 29

Item 1. Financial Statements..................................... 29

Item 2. Changes in and Disagreements With Accountants on

Accounting and Financial Disclosure...................... 29

Part III ......................................................... 30

Item 1. Index to Exhibits........................................ 30

Item 2. Description of Exhibits.................................. 30

<PAGE>

Part I

Item 1. Description of Business

(i) Business Development, Organization and Acquisition Activities

EZ Travel, Inc., a developmental stage company, hereinafter referred to as

"the Company", was organized by the filing of Articles of Incorporation with

the Secretary of State of the State of Nevada on December 27, 2001. The

original articles of the Company authorized the issuance of sixty million

(60,000,000) shares of Common Stock at par value of $0.001 per share and

fifteen million (15,000,000) shares of Preferred Stock at par value of $0.001.

On December 28, 2001, the Company issued two million (2,000,000) shares of

its $0.001 par value Common Stock for cash of $2,000, held by one (1)

shareholders of record.

On February 21, 2002, the Company initiated a public offering of shares of

common stock of the Company pursuant to Regulation D, Rule 504 of the

Securities Act of 1933, as amended, which resulted in the sale of an

additional 1,600,000 shares of its $0.001 par value common stock to

approximately 36 shareholders. As of March 31, 2002, therefore, the

number of common shares issued and outstanding is three million, six-hundred

thousand (3,600,000).

EZ Travel, Inc. is developmental stage company, which plans to provide

travel agency related services, such as booking reservations for cruises,

hotel, car rental, and prepared tour packages. The Company maintains an

Internet web site located at http://www.eztravellv.com. Information

contained on EZ Travel's web site is not part of this registration

statement.

The Company anticipates that the proceeds from the sale of the common

shares offered in the 504 Offering referred to above were sufficient to

provide the capital requirements to implement the Company's initial plans

over the next twelve months. Per State of Nevada travel agency operating

requirements, the Company will not be able to begin its operations until it

obtains a $50,000 travel agency bond.

Management believes the Company's continued expansion is dependent upon the

achievement of profitable operations in the future, of which there are no

guarantees. This expansion may include the acquisition of customer and

referral lists from major businesses in the Las Vegas area to help the Company

build its customer base of frequent travelers. ~~This may include but not~~

~~limited~~ The Company could be required to secure additional financing to

fully implement its entire business plan. Management believes to raise

additional funding, the Company should be a fully reporting entity with the

U.S. Securities and Exchange Commission. In this sense, potential investors

will have the opportunity to review the company's activities and financial

status. There is no guarantee that such financing will be available to the Company, or if available, will be on terms and conditions satisfactory to management.

As a fully reporting company with the U.S. Securities and Exchange Commission,

("SEC") the company will be required to pay for financial audits and quarterly

financial reviews, along with the legal preparation of the required documents

to maintain its reporting status. Based on the future complexity of the

business, the accounting and legal fees could cost the Company a minimum of

$5,000 to $10,000 per year. If the company fails to raise or generate

sufficient funding to maintain its full reporting status, it will be required

to withdraw its Registration with the SEC.

(ii) Principal Products and Principal Markets

EZ Travel, Inc. was incorporated to set up a travel agency based in Las

Vegas, Nevada. The Company initially plans to focus its efforts on booking

cruise tours, hotels, air travel and car rentals for future clients who live

in Las Vegas. This includes but is not limited to: travel activities including, receptions and services for organized groups and individuals. The

Company hopes to organize travel tours to various locations outside of the

the Las Vegas area.

In order to achieve success in organizing travel tours, management believes

the Company will need to implement the following:

a) Develop promotional tools to generate new business and new customers.

b) Increase marketing efforts of its travel services through the use of

promotional activities.

c) Implement more selective profitability criteria for proposal work. (This

is, base travel packages and destinations on the best group rates

available.)

d) Maintain an image of professionalism, reliable and fast service with

emphasis on customer service..

e) Secure new financing that will help pay the required start-up costs.

As stated earlier, under Nevada State law, the Company cannot book any travel

for customers until it obtains a $50,000 travel bond. As the Company is under-

funded, it does not have the required resources to post a $50,000 security

deposit. Therefore, the Company is seeking arrangements with Las Vegas

bonding companies to obtain the required bonding, with its current resources.

As the Company seeks bonding, its management is evaluating various travel

options for future travel tours. The assessment of these options include

the cost to travel to various locations, lodging, the cost of attractions,

and the age group appeal to said locations. As an example, management is

investigating the group cost of tours to the Grand Canyon in Arizona, or a cruise from Los Angeles, CA to Ensenada, Mexico. Once management weighs

the cost effectiveness and profitability per tour, a potential customer

list can be developed. Initially, the customer list will be derived from

known acquaintances and past contacts in the travel agency.

The Traditional Travel Industry.

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

The travel industry is large and growing. Historically, airlines, hotels,

rental car agencies, cruise lines and vacation packagers have relied on

internal sales departments and travel agencies as their primary distribution

channels. The traditional travel agency channel is highly fragmented, with

few nationally recognized brands. According to the American Society of

Travel Agents, there are over 23,000 travel agencies operating in more

than 33,000 locations in the United States alone, with the average

travel agency generating less than $3 million in annual gross bookings

per location.

Travel agents are compensated primarily through commissions paid by

travel suppliers on services booked. Most travel agencies also charge

service fees to their customers. Traditionally, standard retail base

commission rates paid by travel suppliers to travel agents have been

0 to 10% for airline tickets, 10% for hotel reservations and car

rentals, and 10% to 15% for cruises and vacation packages. In

addition, travel agencies can earn significant performance-based

incentive compensation from travel suppliers that can substantially

impact financial performance. These commission rates and override

commissions are determined by travel suppliers and are subject to

frequent change. In recent years, commission cutting and capping has

led to a reduction in average commission rates. In particular, major

carriers such as, but not limited to American, Delta, Northwest, and United

eliminated standard commissions to travel agencies in March of 2002.

Based on these deep cuts in commission, in order for EZ Travel to obtain

some degree of success, plans to offer complete travel tour packages to

a particular destination. These tours would cater to a particular age

group based on the tour location.

<PAGE>

Travel agencies typically book reservations by telephone and fax and

through electronic global distribution services ("GDS"), often referred

to as GDS systems. Two such GDS systems are Galileo International's

Apollo system and SABRE Group Holdings Inc.'s SABRE system. The GDS

Systems provide real-time access to voluminous data on fares, availability

and other travel information. The GDS data is constantly changing, with

as many as one million airfare changes being made daily. Customers

traditionally have relied on travel agents to access and interpret

such rapidly changing information via complex and proprietary

interfaces to GDS systems. As a result, the customer's prospects for

obtaining the most favorable schedules and fares has been subject to the

skill and experience of individual travel agents, whose availability may

be limited, as well as to the commission offered to travel agents.

(iii) Status of Products and Services

The Company was incorporated in the State of Nevada on December 27, 2001

(file number: C34719-01)

The Company's president and CEO, Edward C. Zimmerman, III, has been actively

involved in the travel industry for the past four years.

To date, the Company has taken the following initiatives and steps in order

to further its operations and to implement its business plan:

a) The Company has developed a business plan and established administrative

offices and an appropriate operating facility in Las Vegas, NV.

b) On February 21, 2002 the Company initiated a 504 offering which

successfully generated $16,000, that has now been made available to

implement the next phases of the Company's business plan.

<PAGE>

c) The Company has applied for permits to offer travel agency services.

d) Pursuant to NRS 598.375, the Company is required to post a $50,000 travel

agency security bond. Based on the Company's limited resources, the Company

is currently accessing various options to fulfill this requirement.

e) d) The Company has initiated plans to identify prospective customers for

the travel agency services. Initially, the customer list will be

derived from known acquaintances and past contacts in the travel agency.

Management views this as the most efficient and cost effective manner to

develop a customer base.

The first priority for EZ Travel is to create new business in the Las Vegas

area, which will cater to the residents of Las Vegas. ~~that will serve as the~~

model for the operations it hopes to set up in other areas. But as the

Company's procedures and modus operandi are being developed, one eye is being

kept clearly focused on creating replicable structures in all areas of its

business so that once the time is right, EZ Travel, Inc. will be prepared to

~~move confidently into a larger field of operations.~~ The Company's business plans encompasses the following strategies:

o Market its services to provide group tour packages.

o Identify travel locations, based on age demographics, where

group tour packages can be offered.

o Obtain best group tour prices for travel, lodging, local travel,

and local attractions.

o Utilize known networking groups, e.g., senior centers, churches,

clubs, casino personnel, luncheon groups in the Las Vegas area, to

market these group tour packages.

o Establish a reputation for EZ Travel, as a leisure travel agency.

The travel industry can be classified as follows:

Retail Travel Agencies

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

Historically, individual travel agencies have been classified as commercial

travel agencies or leisure travel agencies. Commercial agencies tend to be

larger and focus on commercial accounts whose primary travel is for business

purposes. Leisure agencies primarily deal with the general public for

personal travel needs. Since EZ Travel plans to specialize in group travel

tour, it considers itself a leisure travel agency.

Retail Travel Agency Industry Profile

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

The latest U.S. Travel Agency survey reported that the number of retail

agencies had declined between 1998 and 2000. However, the survey also showed

a 25% annual increase in travel agencies' gross sales from 1998-2000. This

dramatic increase in sales has occurred despite the competitive threat posed

by emerging online travel companies and a host of other factors including

reductions in commissions paid by airlines and many initiatives undertaken by

travel service providers to do business directly with the travel consumer.

Moreover, the number of travel agencies reported as profitable has steadily

increased from 71% in 1998 to 73% in 1999 to 76% in 2000.

According the U.S. Department of Commerce, the attrition rate for travel

agencies is influenced primarily by sales volume. In 2000, for example, 9

out of every 10 agencies with gross sales in excess of $5 million were

profitable; a number which fell to eight out of 10 for agencies doing between

$2 to $5 million and seven out of 10 for agencies in the $1 to $2 million

range. Only six out of 10 agencies selling less than $1 million were

profitable.

The U. S. Department of Commerce reports, the largest attrition has been with

the smaller travel agencies. In 1998, for example, 30% of the travel agencies

had less than $1 million in sales. While these agencies constituted the

largest single category of agencies, they only accounted for 6% of the total

retail agency sales. In contrast, in 2000, 19% of the travel agencies had

less than $1,000,000 in sales and these agencies accounted for only 3% of the

total retail agency sales.

<PAGE>

These figures reflect a strong consolidation trend in the retail travel

agency industry. Smaller agencies are disappearing to the benefit of larger

agencies. Larger agencies are enjoying increased profitability as their

volumes increase. We expect this consolidation to continue and view it as a

positive trend.

Las Vegas Travel Industry

In the Las Vegas, Nevada area, there are approximately 250 brick and mortar

travel agencies, which serve the travel needs of both the local residents

and people who travel through Las Vegas, who live elsewhere. Additionally,

there are approximately 10 travel clubs in Las Vegas, which provide vacation

packages to their clients. The Company plans to differentiate itself from

the other agencies by building a reputation in providing personalized tour

packages catered to specific age groups, e.g., senior citizens.

Transition to Leisure Travel

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

The travel agencies have responded to these competitive challenges by

increasing their attention to the sale of the more lucrative leisure and

vacation travel. This has been particularly evident in the commercial agency

sector as agencies have expanded their leisure travel offerings and targeted

their corporate client bases. For example, according the U.S. Department of

Commerce, air travel sales by agencies have dropped as a percentage of gross

sales from 61% in 1998 to 56% in 2000, while income from leisure travel sales

increased from 49% in 1998 to 51% in 2000.

In 1997, for the first time since 1974, income from leisure travel sales by

agencies exceeded 50% of gross revenues. Agencies typically receive 12%

to 20% commission on leisure sales. TravelnStore.com is specifically designed

to address the leisure travel market, which continues to grow as the baby boom

generation matures and uses its discretionary income for travel purchases.

Consortiums and Franchises

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

A recent survey by Travel Weekly magazine showed that in 2001, 54% of

all agency locations were affiliated with a leisure-oriented consortium. Ten

years earlier, in 1990, only 36% of agency locations had such affiliations. In

addition, 14% of agencies were affiliated with franchises such as Uniglobe,

Carlson Wagonlit Travel and American Express. Consortiums are able to

negotiate with travel service providers to pay higher commission levels to

their travel agency members.

In addition to the higher commission levels for the member agencies, the

consortium typically receives an override commission based upon the total

sales of its member agencies. These overrides typically range between 1%

and 5% of gross sales.

Brick and Mortar Agency Sales Vs. Online Travel Sales

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

Just as online retail sales compose only a small percentage of overall

consumers spending, online travel sales represent only a small portion of

overall travel industry gross receipts. For example, travel agents accounted

for $126 billion in sales in 1997 whereas online travel sales amounted to

only $654 million (approximately 0.5% of total receipts). Just the annual

growth in agency sales of 5% or $6.3 billion between 1997 and 1998, is more

than three times 1998 total online travel sales gross revenue. Many analysts

have pointed out that rumors about the demise of travel agencies in the face

of online sales competition are greatly exaggerated.

<PAGE>

Travel Service Providers

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

The Company will be required to negotiate group fare discounts if it plans

to be competitive. This means it will need to work with travel service

providers which include cruise lines, package tour companies, car rental

companies, hotel groups, destination resorts and airlines. The retail travel

agency industry has traditionally supplied the major distribution

infrastructure for travel service providers. Consequently, travel service

providers have invested heavily in cultivating, educating and motivating

travel agents to sell their products.

Agency Competitors

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

In most cases, travel service providers also distribute their products

directly to consumers. Traditionally this has been accomplished through

consumer direct advertising and the use of in-house reservation centers or

employees to field in-coming 800# telephone calls. This direct competition

has always been a point of contention between travel agencies and travel

service providers. Consequently, travel service providers have been

judicious in their use of direct consumer marketing, oftentimes referring

inquiries first to travel agencies and then to their own reservations staff.

Internet Marketing Initiatives

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

Virtually all types of travel service providers are using online commerce to

offer their services. The travel industry has embraced the Internet because

it is a perfect medium for the inexpensive distribution of large amounts of

information. Because the presentation of travel services has always employed

photographs and maps, the graphical nature of the Internet is a perfect fit

for the distribution of travel information.

However, the Internet is not a conversational medium. What is presented is

what is presented. To make an inquiry requires the use of e-mail, which

usually has a long response cycle or the consumer must make a direct

telephone call to the travel service provider. Consequently, only very

simple travel services can easily be sold online. For this reason, the

more complex and expensive leisure travel services continue to be sold by

retail travel agencies on a person-to-person basis.

EZ Travel does not view the internet as a strategic method to build its

customer base. It recognizes that it will be competing against companies

who are better funded to utilize the internet to find customers. Management

believes it can build its business through a referral network, based on

the group package tours it plans to offer its clients.

Internet Competition Sensitivity

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

Internet market initiatives by travel service providers have also been

burdened by their desire to not appear overly competitive with their

existing retail travel agency distribution networks. This is particularly

true of leisure travel service providers.
Online Travel Industry Major Players

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

Three companies dominate the online commerce sector of the travel industry:

Preview Travel, Travelocity.com and Expedia.com. Each of these recorded

sales of approximately $250 million in 1999. Each of them also lost tens of

millions of dollars. Together they share 40% of a market projected to grow

to $7 billion in the year 2002. These three companies have rapidly solidified

their position of dominance by obtaining so-called "portal" agreements to be

the travel service providers for many of the major access sites to the

Internet. For example, Preview Travel has portal agreements with AOL.com,

Excite.com, Lycos.com and Webcrawler.com. Expedia is paired with

Microsoft.com, Infoseek.com, MSN.com and Travelocity.com links with Yahoo.com

and Netscape.com. All told, Web site portals garner over 150 million visits

per month by prospective consumers, any of whom, depending upon which site

they have accessed, can click directly into Preview, Expedia or

Travelocity.com to make a travel purchase or obtain travel related

information.

Online Travel Industry Losses

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

The reasons online travel agencies have incurred substantial losses is

that they have substantial expenses. Multi-million dollar costs associated

with acquiring and maintaining portal agreements and other advertising and

promotional expenses to generate traffic volume to their sites have insured

that these large online agencies will not turn a profit in the foreseeable

future. In addition, they have incurred the expenses of setting up the

online agency, acquiring and training travel agents and other significant

operating expenses.

Marketing and Advertising

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

The Company's marketing and advertising strategy is two-fold, one is to

identify and find new clients, and two is to provide one-on-one customer

service. Management of the Company has experience in the Las Vegas

travel industry. He plans to utilize his travel agency contacts, and

develop a referral base to build a client base for the Company. The

Company does not have the resources to initiate a media campaign.

<PAGE>

(iv) Risk Factors

a) LIMITED OPERATING HISTORY MAKES POTENTIAL DIFFICULT TO ASSESS. The

Company was incorporated in the State of Nevada on December 27, 2001 (file

number: C34719-01) As of the date of this document, the Company has

developed a business plan, established administrative offices and an

operating facility at Las Vegas, NV, and begun the process of identifying

prospective customers for its travel agency business.

The Company has limited operating history and must be considered to be

~~only a step away from the status of~~ a developmental stage company.

Prospective investors should be aware of the difficulties encountered by

such new enterprises, as the Company faces all of the risks inherent in any

new business and especially with a developmental stage company. These risks

include, but are not limited to, competition, the absence of an operating

history, the need for additional working capital, and the possible inability

to adapt to various economic changes inherent in a market economy. The

likelihood of success of the Company must be considered in light of these

problems, expenses that are frequently incurred in the operation of a new

business and the competitive environment in which the Company will operate.

b) EVENTUAL NEED FOR ADDITIONAL CAPITAL. As of March, 2002, the Company

initiated a 504 Offering and was able to generate enough working capital to

implement plans for the first year of its operations. However, ~~the Company~~

~~will eventually need a good deal~~ management believes the Company will need

$75,000-$100,000 of additional capital in order to expand its operations.

Especially when it begins to expand beyond the Las Vegas area, ~~the Company~~

~~will need a large~~ management believes the Company will need $75,000-$100,000

reserve of capital from which to draw in order to fund additional operations,

get the required licenses, identify customer bases, ~~so on~~ organize travel

tours, and be able to advance book transportation and lodging for group tours.

This need for additional funds will be derived somewhat from internal revenues

and earnings, but the vast majority will be received from future stock

offerings. These future offerings could significantly dilute the value of

any previous investor's investment value.

c) OPERATING LOSSES, NEGATIVE CASH FLOW FROM OPERATIONS LIKELY FOR

FORESEEABLE FUTURE. There is no guarantee that the Company will ever be

able to operate profitably or derive any significant revenues from its

operation. The Company could be required to raise additional ~~financing~~

$75,000-$100,000 through a Regulation D, 505 or 506 Offering to fully

implement its entire business plan.

<PAGE>

It is important to note that the Company anticipates that it will incur

losses and negative cash flow over the next twelve (12) ~~to eighteen (18)~~

months. There is no guarantee that the Company will ever operate profitably

or even receive positive cash flows from full operations.

d) STRONG COMPETITION COULD CUT INTO COMPANY'S MARKET. Competition for

travel services is very intense. Competition comes from both the traditional

travel agencies and internet on-line booking services. There is no guarantee

that the public will support EZ Travel in the future. Other companies, with

greater financial resources, could enter the Las Vegas area, or current

competitors could find ways to out perform EZ Travel, at the Company's expense.

The Company may face competitive pressure due to the expansion of current

and the creation of new technologies. Increased competition could reduce

the Company's future operating margins and profitability, and result

diminished its brand recognition, which would materially and adversely affect

its business, results of operations and financial condition, and thus

significantly reduce the revenue the Company derives from its override

agreement.

EZ Travel will compete with both online and traditional sellers of the

products and services.

Current and new competitors can launch new websites at a relatively low cost.

In addition, the traditional retail industry for the products and services EZ

Travel will offer is intensely competitive.

The Company will compete with a variety of companies with respect to each

product or service it offers. With respect to travel products, these

competitors include:

o Internet travel services such as Expedia, Travelocity.com and

Hotwire, a Web site that offers discounted fares on opaque

inventory;

o traditional travel agencies;

o consolidators and wholesalers of airline tickets and other travel

products, including consolidators such as Cheaptickets.com and

Hotel Reservation Network;

o individual or groups of airlines, hotels, rental car companies,

cruise operators and other travel service providers; and

o operators of travel industry reservation databases such as

Worldspan and Sabre.

A number of airlines have invested in and offer discount airfares and

travel services through their own internet websites. Competition from

these and other sources could have a material adverse effect on the Company's

business, results of operations and financial condition.

Furthermore, the Company's desire to expand could expose it to competition

both from large companies who share the desire to operate in a national

arena and from the established companies in various regions and areas of the

country who would be fighting for the same customers as those of EZ Travel

or its affiliates and associated entities.

Some of the Company's current and potential competitors have competitive

advantages due to various factors, which include, among others:

o greater brand recognition and web site traffic;

o longer operating histories;

o larger customer bases;

o greater financial, marketing and other resources; and

o ability to secure products and services from travel suppliers with

greater discounts and on more favorable terms than we can.

These and other competitors may be able to replicate the factors that might make

EZ Travel successful. In addition, EZ Travel may face competitive pressure due

to the expansion of current and the creation of new technologies

e) h) Risks associated with Rapid Technological and Other Changes. The

markets in which EZ Travel competes are characterized by rapidly changing

technology, evolving industry standards, frequent new service and product

announcements, introductions and enhancements and changing consumer demands.

The Company may not be able to keep up with these rapid changes. In addition,

these market characteristics are heightened by the emerging nature of the

Internet and the apparent need of companies from many industries to offer

Internet-based products and services. As a result, the Company's future

success will depend on our ability to adapt to rapidly changing technologies,

to adapt our services to evolving industry standards and to continually improve

the performance, features and reliability of our service in response to

competitive service and product offerings and the evolving demands of the

marketplace. In addition, the widespread adoption of new Internet, networking

or telecommunications technologies or other technological changes could require

EZ Travel to incur substantial expenditures to modify or adapt its services or

infrastructure.

f) e) COMPANY MAY FAIL TO CONVINCE ENOUGH CUSTOMERS TO USE ITS SERVICES. The

Company's plans to establish a travel booking business with a primary emphasis

on cruises are obviously dependent on its ability to convince travelers

in the Las Vegas area that it is the best option to provide ~~the service they~~

~~need~~ tour packages to a particular travel location. Despite the good

reputation and strong referral base of the Company's management ~~and its strong~~

~~belief that EZ Travel will do very well~~, if it cannot establish itself as an

effective business in its home market it will not be able to fulfill any of

the more ambitious aspects of its business plan. There can be no assurances

that this market acceptance will be forthcoming.

g) f) DEPENDENCE ON KEY PERSONNEL COULD LEAD TO PROBLEMS. The Company

currently relies heavily upon the services and expertise of Edward C.

Zimmerman, III. Should the Company be deprived of the services of its sole

officer for any reason during this period of initial and expansion, the

results would be devastating to the Company and could lead to its dissolution.

g) POSSIBLE INABILITY TO FIND SUITABLE EMPLOYEES COULD LIMIT EZ TRAVEL'S

PROSPECTS. In order to implement the aggressive business plan of the

Company, management recognizes that additional staff will be required. The

Company's sole Officer is the only personnel at the outset. The Company

will require the hiring of an office assistant and sales agents.

<PAGE>

No assurances can be given that the Company will be able to find suitable

employees that can support the above needs of the Company or that these

employees can be hired on terms favorable to the Company.

h) DECLINES IN CONSUMER TRAVEL SPENDING COULD HARM THE COMPANY'S OPERATING

RESULTS. The majority of the company's expected revenue is expected to be

derived from consumer spending in the travel industry. The travel industry,

especially leisure travel, depends on personal discretionary spending levels

and suffers during economic downturns, recessions and international safety

concerns. The travel industry is also highly susceptible to unforeseen events,

such as political instability, regional hostilities, terrorism, fuel price

escalation, travel-related accidents, natural disasters, unusual weather

patterns or travel industry related labor strikes. Any event that results in

decreased consumer travel spending would likely have a negative effect on the

Company's operating results.

i) PLANS FOR EXPANSION MAY BE UNREALISTIC. The management of EZ Travel,

Inc. has confidence in its vision for the Company and believes that the

time is ripe for a firm to develop and expand its ~~irrigation~~ travel business.

However the fact that none exists to this point is indicative of the strong

possibility that the difficulties and challenges in creating such a company

are too great to be overcome. Other companies, pursing this market have had

such a vision and have been unsuccessful in their attempts to realize it.

This is especially the case, since more and more travel is booked over the

internet, and traditional "store front" travel agencies have been losing

business to internet bookings. ~~Customers often gravitate to local firms; the~~

realities of the business in the Northeast, for example, where winterizing

systems with a compressed air blowout to prevent the destruction of pipes by

freezing residual water are far different from those in the desert-like

conditions near the Company's home base and obviously any national company

~~needs to find its ways to deal with these differences.~~ Potential investors

should carefully consider the possibility that the Company's plans to expand

may not be realistic and could ultimately prove to be unworkable.

<PAGE>

j) GOVERNMENT REGULATION COULD UNDERMINE THE COMPANY'S PROFITABILITY.

Though the Company plans on obtaining all required federal and state

permits, licenses, and bonds to operate its facilities, there can be no

assurance that the Company's operation and profitability will not be subject

to more restrictive regulation or increased taxation by federal, state, or

local agencies. The products and services EZ Travel plans to provide are

subject to various federal, state and local regulations. For example, its

travel service is subject to laws governing the offer and/or sale of travel

services as well as laws requiring the Company to register as a "seller of

travel."

k) LACK OF CASH DIVIDENDS. The Company has not paid any cash dividends

on the Common Shares to date, and there can be no guarantee that the Company

will be able to pay a cash dividends on the Common Shares in the foreseeable

future. Initial earnings that the Company may realize, if any, will be

retained to finance the growth of the Company. Any future dividends, of

which there can be no guarantee, will be directly dependent upon earnings of

the Company, its financial requirements and other factors that are not

determined. (See "CAPITALIZATION")

k) If the Company is unable to successfully replicate its business model in

new markets, its future growth and operating results would be adversely

affected. The Company plans to rely heavily on the expertise and referral

base from its sole officer, who has knowledge of the travel industry in Las

Vegas, Nevada. The Company plans to develop its Market niche by organizing

group tour packages. It may be difficult to replicate this model in new

markets across the United States. Therefore, EZ Travel cannot be sure that

this business model will be successful in other markets. For example, the

Company may be unable to train other personnel on how to develop another

markets for its group tour packages. Future operating results would be

adversely affected if the Company is unable to expand its operations.

l) SHARES SUBJECT TO RULE 144. On March 31, 2002, the Company had

2,000,000 Common Shares issued and outstanding that have not been

registered with the Commission or any State securities agency and which

are currently restricted pursuant to Rule 144 promulgated by the Commission

under the 1933 Act. Rule 144 provides, in essence, that a person holding

restricted securities for two years from the date the securities were

purchased from the issuer, or an affiliate of the issuer, and fully paid,

may sell limited quantities of the securities to the public without

registration, provided there shall be certain public information with

respect to the issuer. Pursuant to Rule 144, securities held by

non-affiliates for more than three years may generally be sold without

reference to the current public information or broker transaction

requirements, or the volume limitations. None of the current outstanding

restricted shares are available for resale pursuant to Rule 144. The sale of

some or all of the currently restricted Common Shares could have a material

negative impact upon the market price of the Common Shares if a market for

the Common Shares should develop in the future. (See "PRINCIPAL STOCKHOLDERS")

<PAGE>

m) POTENTIAL FLUCTUATION IN OPERATING RESULTS; QUARTERLY FLUCTUATIONS

The Company's operating results may fluctuate significantly in the

future as a result of a variety of factors, many of which are outside

~~the Company's control.~~ Seasonality in the travel industry is likely to cause

quarterly fluctuations in EZ Travel's operating results. Based on Las Vegas

travel industry trends, the Company expects travel tours to increase during

late winter/early spring and fall and slightly lower during the middle of the

summer when the temperatures for the area are in the triple digits. If the

business expands beyond Las Vegas, seasonal fluctuations may affect EZ Travel

in different ways. Because of the Company's limited operating history,

management does not know which seasonal patterns, if any, will predominate.

As a strategic response to changes in the competitive environment, the Company

may from time to time make certain pricing, marketing decisions or acquisitions

that could have a material short-term or long-term adverse effect on the

Company's business, results of operations and financial condition. If

seasonality in the travel industry causes quarterly fluctuations, there could

be a material adverse effect on the Company's business.

n) RISKS ASSOCIATED WITH NEW CAMPAIGNS AND ATTEMPTS TO EXPAND

There can be no assurance that the Company will be able to expand its

operations in a cost-effective or timely manner or that any such

efforts will maintain or increase overall market acceptance.

Furthermore, any concerted but unsuccessful attempts by the Company to

find new pay telephone sites or to expand its base beyond Houston

could damage the Company's reputation and diminish the value of its

name. Expansion of the Company's operations in this manner would also

require significant additional expenses and development, that could strain

the Company's management, financial and operational resources.

The lack of market acceptance of the Company's services could result

in the Company's inability to generate satisfactory revenues and its

inability to offset their costs could have a material adverse effect

on the Company's business, results of operations and financial

condition.

o) RISKS ASSOCIATED WITH ACQUISITIONS

If appropriate opportunities present themselves, the Company would

acquire businesses, technologies, services or product(s) that the

Company believes are strategic and would help it to expand its ~~pay~~

~~telephone sites or the regions within which it operates.~~ operations

and/or future customer base.

The Company currently has no understandings, commitments or agreements

with respect to any other material acquisition and no other material

acquisition is currently being pursued. There can be no assurance

that the Company will be able to identify, negotiate or finance future

acquisitions successfully, or to integrate such acquisitions with its

current business. The process of integrating an acquired business,

technology, service or product(s) into the Company may result in

unforeseen operating difficulties and expenditures and may absorb

significant management attention that would otherwise be available

for ongoing development of the Company's business. Moreover, there

can be no assurance that the anticipated benefits of any acquisition

will be realized.

Future acquisitions could result in potentially dilutive issuances of

equity securities, the incurrence of debt, contingent liabilities

and/or amortization expenses related to goodwill and other intangible

assets, which could materially adversely affect the Company's

business, results of operations and financial condition. Any future

acquisitions of other businesses, technologies, services or product(s)

might require the Company to obtain additional equity or debt

financing, which might not be available on terms favorable to the

Company, or at all, and such financing, if available, might be

dilutive.

p) NO MARKET EXISTS FOR THE COMPANY'S STOCK. There is currently no

established public trading market for EZ Travel Industries securities. A trading market in EZ Travel's securities may never develop or, if developed, it may not be able to be sustained. If for any reason EZ Travel's common stock is not listed on the NASD OTC Bulletin Board or a public trading market does not otherwise develop, purchasers of the shares may have difficulty selling their common stock should they desire to do so. Various factors, such as the Company's operating results, changes in laws, rules or regulations, general market fluctuations, changes in financial estimates by securities analysts and other factors may have a significant impact on the market price of EZ Travel's securities.

<PAGE>

(v) Customers

The Company has yet to establish a customer base. There are no assurances

that the Company will be able to offer products or services that would

attract future customers from its competition.

(vi) Patents, Trademarks, Licenses, Franchises, Concessions, Royalty

Agreements, or Labor Contracts

The Company regards substantial elements of its future and underlying

infrastructure and technology as proprietary and attempts to protect them

by relying on trademark, service mark, copyright and trade secret laws and

restrictions on disclosure and transferring title and other methods. The

Company plans to enter into confidentiality agreements with its future

employees and any future consultants. ~~and in connection with its license~~

~~agreements with third parties and generally seeks to control access to its~~

~~irrigation business and other proprietary information.~~ Despite these

precautions, it may be possible for a third party to copy or otherwise

obtain and use the Company's proprietary information without authorization

or to develop similar technology independently. Legal standards relating

to the validity, enforceability and scope of protection of certain

proprietary rights in irrigation businesses may be uncertain, and no

assurance can be given as to the future viability or value of any of the

Company's proprietary rights. This can be no assurance that the steps

taken by the Company will prevent misappropriation or infringement of its

proprietary information, which could have a material adverse effect on the

Company's business, results of operations and financial condition.

(vii) Effect of Existing or Probable Government Regulations and

Environmental Laws

EZ Travel plans to stay abreast of all federal, state, regional and local

regulations that are relevant to its business and maintain careful

compliance with them wherever necessary.

Certain segments of the travel industry are heavily regulated by the United

States and foreign governments, and accordingly, certain services which EZ

Travel plans to offer are affected by such regulations. For example, the

Company will be subject to United States Department of Transportation

regulations prohibiting unfair and deceptive practices. The Company is

subject to regulation by a number of states that have "seller of travel" acts.

These acts require the Company to register as a seller of travel, comply with

certain disclosure requirements, post a bond or escrow funds and/or

participate in state restitution funds. For example, in the State of Nevada,

pursuant to NRS 598.375, the Company is required to post a $50,000 travel

agency security bond. The Company is also required to comply with State and

County licenses. Additionally, the Company's services are subject to

federal and state consumer protection laws and regulations prohibiting unfair

and deceptive trade practices. These consumer protection laws could result

in substantial compliance costs.

<PAGE>

(viii) Employee

The Company currently has one (1) employee, who serves as President and Chief

Executive Officer. In order to further implement its business plan,

management recognizes that additional staff will be required. This would

include an office assistant and sales agents as required to complete the

work.

Item 2. Management's Discussion and Analysis or Plan of Operation

A. Management's Plan of Operation

(i) In its initial approximately three month operating period ended March

31, 2002, the Company incurred a net loss of approximately $2,088 and a

negative cash flow of $1,808 from operations. The majority of these costs

was establishing operations. As at March 31, 2002, the Company had $13,311

cash in the bank. The Company has yet to generate any revenues from operations.

EZ Travel, Inc., a developmental stage company, was organized by the filing

of Articles of Incorporation with the Secretary of State of the State of

Nevada on December 27, 2001. The original articles of the Company authorized

the issuance of sixty million (60,000,000) shares of Common Stock at par value

of $0.001 per share and fifteen million (15,000,000) shares of Preferred Stock

at par value of $0.001. On December 28, 2001, the Company issued two million

(2,000,000) shares of its $0.001 par value Common Stock for cash of $2,000,

held by one (1) shareholder of record.

On February 21, 2002, the Company initiated a public offering of shares of

common stock of the Company pursuant to Regulation D, Rule 504 of the

Securities Act of 1933, as amended, which resulted in the sale of an

additional 1,600,000 shares of its $0.001 par value common stock. As of

March 31, 2002, therefore, the number of common shares issued and

outstanding is three million, six-hundred thousand (3,600,000).

EZ Travel, Inc. is developmental stage company, which plans to provide

travel related services, such as booking reservations for cruises, hotel,

air and car rental.

(i) In its initial approximately three (3) month operating period ended March

31, 2002, the Company incurred an operating net loss of $2,088 and a negative

cash flow of $1,808 from operations. The majority of these costs were State

incorporation fees and accounting costs. It has yet to receive any positive

net income from operations.

The major components to expenses faced by the company in its day to day

operations includes auditor fees, legal fees, posting a travel agency bond

and general administrative expenses. Additionally the company plans to expend

approximately $10,000 on a yearly salary for its sole officer. The Company

does not plan to increase this salary unless the Company can become profitable.

If the Company becomes profitable, the company will further access salaries and

adding additional personnel to the payroll. Management intends to continue

minimize costs until such a time in its discretion it believes expansion would

be prudent. One element in making this determination is positive cash flow on

a quarterly basis. If or when the company is successful in achieving this

quarterly positive cash flow, it is likely that the company will consider

expanding its personnel which will increase costs.

In December of 2001, one (1) founding shareholder purchased 2,000,000 shares

of the Company's authorized treasury stock for cash totaling $2,000. This

original stock offering was made pursuant to Nevada Revised Statues Chapter

90.490. Additionally, in March of 2002, the Company completed an offering of

one million six hundred thousand (1,600,000) shares of the Common Stock of

the Company to approximately thirty-six (36) unaffiliated shareholders, which

resulted in $16,000 to the company. This offering was made in reliance upon an

exemption from the registration provisions of Section 4(2) of the Securities

Act of 1933, as amended, pursuant to Regulation D, Rule 504 of the Act. As of

the date of this filing, the Company has three million six hundred thousand

(3,600,000) shares of its $0.001 par value common voting stock issued and

outstanding which are held by approximately thirty-seven (37) shareholders of

record. Management has determined that the proceeds from the sale of all of

the Common Shares sold in the public offering delineated above will be

sufficient to provide the Company's capital needs for the next twelve (12)

months. The Company currently has no arrangements or commitments for accounts

and accounts receivable financing. There can be no assurance that any such

financing can be obtained or, if obtained, that it will be on reasonable terms.

The Company has no current commitments or other long-term debt. Additionally,

the Company has and may in the future invest in short-term investments from

time to time. There can be no assurance that these investments will result in

profit or loss.

As of March 31, 2002, the Company has yet to generate any positive net income

from operations. The Company does not expect to generate positive cash flows

from operations until it can further define its organized tour groups, and

develop a client base. Management is evaluating locations for these proposed

group tours. The company believes that it has sufficient liquidity and cash

reserves for the next 12 months. Management believes it will need to raise

approximately $75,000-$100,000 before it can successfully begin its operations.

The bulk of these funds will be required to establish a travel agency bond,

pay advance down payment fees for tours which would include travel, lodging,

and local transportation. While these expectations are formulated based upon

prudent and conservative presumptions, there can be no assurance that in fact

such projections will indeed come to fruition. The company does believe

however, that by positioning itself as a fully reporting company with the U.S.

Securities and Exchange Commission, it will secure a more optimal position in

the view of the investing public to invest funds in the Company. As such

management believes that it would be more likely to attract additional

investors via potential private placements for additional capitalization.

Notwithstanding such an assessment, the company is not presently aware of any

specific interest from potential investors, nor is management certain that

such additional private capital will be available or that the company will in

fact be successful in securing additional capital. If or when the company

reaches break-even point and can therefore demonstrate to potential private

investors that it can generate net income or profits, then this factor, as a

fully reporting company, will be utilized to market the company as an

investment for private placement purposes. The raising an additional $75,000

to $100,000 privately via the issuance of common stock, debt, or hybrid

instruments as of yet not determined. This capital infusion shall be used

mainly for furtherance of the company's business plan to organize, book, and

find potential customers for group tours. If the company cannot succeed in

implementing such a strategy, then its prospects for growth are substantially

undermined. ~~The Company could be required to secure additional financing of~~

~~to fully implement its entire business plan.~~ There are no guarantees that

such financing will be available to the Company, or if available, will be on

terms and conditions satisfactory to management. If additional financing

does not become available to the Company, EZ Travel may be forced to terminate

it business.

The Company does not have any preliminary agreements or understandings

between the company and its stockholders/officers and directors with

respect to loans or financing to operate the company. The Company

currently has no arrangements or commitments for accounts and accounts

receivable financing. There can be no assurance that any such financing

can be obtained or, if obtained, that it will be on reasonable terms.

There remains no guarantees that other companies might not be working on

similar plans and that some of these may have better funding or more

workable business plans. These could curtail the Company's earning

potential or even force it out of business entirely.

<PAGE>

Until the company can build a customer base, the Company does not expect to

generate enough profits to be fully profitable for at least the next twelve

(12) to eighteen (18) months.
(ii) No engineering, management or similar report has been prepared or

provided for external use by the Company in connection with the offer of

its securities to the public.

(ii) ~~(iii)~~ Management believes that the Company's future growth and success

will be largely dependent on its ability to find and provide excellent

customer service to clients who seek the services of a travel agency.

The Company has not incurred any research and development costs from December

27, 2001 (date of inception) through March 31, 2002. Any research activities

are not expected to be borne by any of the Company's customers, of which there

are none, but rather by the Company.

(iii) ~~(iv)~~ The Company does not expect to purchase or sell any of its

facilities or equipment.

(iv) ~~(v)~~ Management does not anticipate any significant changes in the

number of its employees over the next approximately twelve (12) months.

B. Segment Data

EZ Travel has only one business segment, therefore, no table showing

percentage breakdown of revenue by business segment or product line is

included.

Item 3. Description of Property

A. Description of Property

The Company's corporate headquarters are located at: 1928 Hodgenville,

Suite 104, Las Vegas, NV 89106. Telephone number: (702) 221-1952. The

space is provide to EZ Travel by its director at no cost to the business.

This space consists of approximately 250 square feet, with a dedicated

phone line and fax line for the business. (See financial Note 4 entitled

"Related Party Transaction."

B. Investment Policies

The Company does not currently own and the Company has not made any

investments in real estate, including real estate mortgages, and the

Company does not intend to make such investments in the near future.

<PAGE>

Item 4. Security Ownership of Management and Certain Security Holders

A. The following table sets forth information concerning stock ownership

of (i) each director, (ii) each executive officer, (iii) the directors and

officers of the Company as a group, (iv) and each person known by the

Company to own beneficially more than five percent (5%) of the Common Stock

of the Company. Unless otherwise indicated, the owners have sole voting and

investment power with respect to their respective shares.

<TABLE>

Amount

Title Name and Address of shares Percent

of of Beneficial held by Date of

Class Owner of Shares Position Owner Acquired Class

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

Common Edward Zimmerman, III Pres./CEO 2,000,000 12/28/01 55.55%

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

All Executive Officers as a Group (1 person)

</TABLE>

(1) c/o EZ Travel, Inc., 1928 Hodgenville, Suite 104, Las Vegas, NV 89106

B. Persons Sharing Ownership of Control of Shares

Edward C. Zimmerman, III owns and shares the power to vote ten percent

(10%) or more of the Company's securities.

C. Non-voting Securities and Principal Holders Thereof

The Company has not issued any non-voting securities.

D. Options, Warrants and Rights

There are no options, warrants or rights to purchase securities of the

Company.

E. Parents of the Issuer

Under the definition of parent, as including any person or business

entity who controls substantially all (more than 80%) of the issuers of

common stock, the Company has no parents.

<PAGE>

Item 5. Directors, Executive Officers and Significant Employees

A. Directors, Executive Officers and Significant Employees

The names, ages and positions of the Company's directors and executive officers

are as follows:

<TABLE>

Name Age Position Appointed

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

E. C. Zimmerman, III 23 Chairman of the Board 12/27/01

President, CEO, CFO

Secretary

</TABLE>

B. Family relationships

Not applicable.

C. Work Experience

Edward C. Zimmerman, III, Director, President, CEO/CFO, Secretary

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

Edward Zimmerman, III is 23 years, born in Philadelphia, PA on

October 19, 1978. In August 1991 he and his immediate family moved to

Las Vegas, Nevada. He participated in the J.R.O.T.C. leadership training

program during high school and achieved the status of Battalion Executive

Officer (second in command) by his senior year. He graduated from Bonanza H.S.

June, 1996. He then attended Heritage College, Las Vegas, Nevada, where he

graduated with honors in June, 1998, with a Diploma of Applied Science in Travel

and Tourism. Upon graduation in June, 1998, from Heritage College he went to

work for Ambassador Travel, where he worked as a travel agent until March, 2002.

At that time, he started and went to work for EZ Travel, Inc. He plans to

devote approximately 20 hours per week to EZ Travel.

<PAGE>

D. Involvement on Certain Material Legal Proceedings During the Last Five

Years

(1) No director, officer, significant employee or consultant has been

convicted in a criminal proceeding, exclusive of traffic violations.

(2) No bankruptcy petitions have been filed by or against any business or

property of any director, officer, significant employee or consultant

of the Company nor has any bankruptcy petition been filed against a

partnership or business association where these persons were general

partners or executive officers.

(3) No director, officer, significant employee or consultant has been

permanently or temporarily enjoined, barred, suspended or otherwise

limited from involvement in any type of business, securities or

banking activities.

(4) No director, officer or significant employee has been convicted of

violating a federal or state securities or commodities law.

Item 6. Executive Compensation

(i) Remuneration of Directors and Executive Officers

<TABLE>

Compensation of Executive Officer

Name Title Salary Bonus Common Stock

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

E. C. Zimmerman President/CEO $10,000 None None

All Executive Officers as a Group (1 person)

</TABLE>

The Company currently does not have employment agreements with its

executive officers. The executive officers will not draw any salary from

the Company, and the Company - in order to prudently manage its limited

financial resources - does not plan on compensating its executive officers

for their present services rendered to the Company for the foreseeable

future while EZ Travel is in its early stages. Edward Zimmerman, III,

is currently involved in other activities.

(ii) Compensation of Directors

There were no arrangements pursuant to which any director of the Company was

compensated for the period from December 27, 2001 to May 31, 2002 for any

service provided as a director. In addition, no such arrangement is

contemplated for the foreseeable future.

<PAGE>

Item 7. Interest of Management and Others in Certain Transactions

By Board Resolution, the Company hired the professional services of Merdinger,

Fruchter, Rosen & Corso, P.C., 888 Seventh Avenue, Suite 2900, New York, NY

10106, Certified Public Accountants, to perform audited financials for the

Company. Merdinger, Fruchter, Rosen & Corso, P.C., own no stock in the

Company. The company has no formal contracts its CPA, who is paid on a fee-

for-service basis.

Mr. Edward C. Zimmerman, III, receives a salary of $10,000 per year to

execute the company's business plan.

Because of the Company's development stage nature and its relatively recent

inception, December 27, 2001, the Company has no relationships or transactions

to disclose.

<PAGE>

Part II

Item 1. Legal Proceedings

The Company is not currently involved in any legal proceedings nor does it have

knowledge of any threatened litigation.

Item 2. ~~Market for Common Equity and Related Stockholder Matters~~ Market

Price of and Dividends of the Registrant's Common Equity and Other

Stockholder Matters.

A. Market Information

(1) The common stock of the Company is currently not traded on the OTC

Bulletin Board or any other formal or national securities exchange. There is

no trading market for the Company's Common Stock at present and there has

been no trading market to date. At this time, management has not undertaken

any discussions, preliminary or otherwise, with any prospective market maker

concerning the participation of such market maker in the aftermarket for the

Company's securities, but the Company may initiate such discussions in the

future. In addition, being a start-up, there is no fiscal history to disclose.

(2)(i) There is currently no Common Stock which is subject to outstanding

options or warrants to purchase, or securities convertible into, the Company's

Common Stock.

(ii) There is currently no common Stock of the Company which could be sold

under Rule 144 under the Securities Act of 1933, as amended, or that the

registrant has agreed to register for sale by the security holders.

(iii) There is currently no common equity that is being or is proposed to be

publicly offered by the registrant, the offering of which could have a material

effect on the market price of the issuer's common equity.

B. Dividends

The Company has never paid or declared any dividend on its Common Stock and

does not anticipate paying cash dividends in the foreseeable future.

C. Holders

As of ~~March~~ May 31, 2002 ~~2001~~, the Company has approximately 37 stockholders

of record.

D. Reports to Shareholders

The Company intends to furnish its shareholders with annual reports containing

audited financial statements and such other periodic reports as the Company

may determine to be appropriate or as may be required by law. Upon the

effectiveness of this Registration Statement, the Company will be required

to comply with periodic reporting, proxy solicitation and certain other

requirements by the Securities Exchange Act of 1934.

<PAGE>

E. Transfer Agent and Registrar

The Transfer Agent for the shares of common voting stock of the Company is

Holladay Stock Transfer, 2939 North 67th Place, Scottsdale, Arizona,

Phone: 480-481-3940.

Item 3. Recent Sales of Unregistered Securities

On December 28, 2001, the Company issued two million (2,000,000) shares of

its $0.001 par value Common Stock for cash of $2,000, held by one (1)

shareholder of record.

On February 21, 2002, EZ Travel was issued a permit to sell securities by the

State of Nevada, pursuant to our application for registration by qualification

of our offering of Common Stock in that state (See Exhibit 99 "Notice of

Effectiveness"). The application for registration by qualification was filed

pursuant to the provisions of NRS 90.490, which requires the public filing and

delivery to investors of a substantive disclosure document before sale. On

March 31, 2002, EZ Travel completed a public offering of shares of our

common stock pursuant to Regulation D, Rule 504 of the Securities Act of 1933,

as amended, and the registration by qualification of said offering in the

State of Nevada, whereby EZ Travel sold 1,600,000 shares of Common Stock to

approximately 36 unaffiliated shareholders of record, none of whom were or are

officers, directors or affiliates of the Company. The entire offering was

conducted exclusively in the State of Nevada, pursuant to the permit issued by

the State of Nevada. The Company filed an original Form D with the Securities

and Exchange Commission on or about March 31, 2002. As of March 31, 2002,

therefore, the number of common shares issued and outstanding is three million,

six-hundred thousand (3,600,000).

In addition, this offering was made on a best efforts basis and was not

underwritten. In regards to the March, 2002 offering, listed below are

the requirements set forth under Regulation D, Rule 504 and the facts which support the availability of Rule 504 to the March, 2002 offering:

a. Exemption. Offers and sales of securities that satisfy the conditions in

paragraph (b) of this Rule 504 by an issuer that is not:

1. subject to the reporting requirements of section 13 or 15(d) of the

Exchange Act;

2. an investment company; or

3. a development stage company that either has no specific business plan or

purpose or has indicated that its business plan is to engage in a merger or

acquisition with an unidentified company or companies, or other entity or

person, shall be exempt from the provision of section 5 of the Act under

section 3(b) of the Act.

<PAGE>

At the time of the March, 2002 offering, EZ Travel was not subject to the

reporting requirements of section 13 or section 15(d) of the Exchange

Act. Further, the Company is not now, nor at the time of the March,

2002 offering, considered to be an investment company. Finally, since its

inception, the Company has pursued a pursued a specific business plan of

providing travel booking services to customers in the Las Vegas, Nevada area.

b. Conditions to be met.

1. General Conditions. To qualify for exemption under this Rule 504, offers

and sales must satisfy the terms and conditions of Rule 501 and Rule 502 (a),

apply to offers and sales of securities under this Rule 504 that are made:

i. Exclusively in one or more states that provide for the registration of

the securities, and require the public filing and delivery to investors of a

substantive disclosure document before sale, and are made in accordance with

those state provisions;

ii. In one or more states that have no provision for the registration of the

securities or the public filing or delivery of a disclosure document before

sale, if the securities have been registered in at least one state that

provides for such registration, public filing and delivery before sale, offers

and sales are made in that state in accordance with such provisions, and the

disclosure document is delivered before sale to all purchasers (including

those in the states that have no such procedure); or

iii. Exclusively according to state law exemptions from registration that

permit general solicitation and general advertising so long as sales are made

only to "accredited investors" as defined in Rule 501(a). EZ Travel was

issued a permit to sell securities by the State of Nevada, pursuant to our

application for registration by qualification of our offering of Common Stock

in Nevada.

2. The aggregate offering price for an offering of securities under this Rule

504, as defined in Rule 501(c), shall not exceed $1,000,000, less the

aggregate offering price for all securities sold within the twelve months

before the start of and during the offering of securities under this Rule 504,

in reliance on any exemption under section 3(b), or in violation of section

5(a) of the Securities Act.

<PAGE>

Item 4. Description of Securities

A. Common Stock

(1) Description of Rights and Liabilities of Common Stockholders

i. Dividend Rights - The holders of outstanding shares of common stock are

entitled to receive dividends out of assets legally available therefore at

such times and in such amounts as the Board of Directors of the Company may

from time to time determine. The board of directors of the Company will

review its dividend policy from time to time to determine the desirability

and feasibility of paying dividends after giving consideration the Company's

earnings, financial condition, capital requirements and such other factors

as the board may deem relevant.

ii. Voting Rights - Each holder of the Company's common stock are entitled

to one vote for each share held of record on all matters submitted to the

vote of stockholders, including the election of directors. All voting is

noncumulative, which means that the holder of fifty percent (50%) of the

shares voting for the election of the directors can elect all the directors.

The board of directors may issue shares for consideration of previously

authorized but unissued common stock without future stockholder action.

iii. Liquidation Rights - Upon liquidation, the holders of the common stock

are entitled to receive pro rata all of the assets of the Company available

for distribution to such holders.

iv. Preemptive Rights - Holders of common stock are not entitled to

preemptive rights.

v. Conversion Rights - No shares of common stock are currently subject to

outstanding options, warrants, or other convertible securities.

vi. Redemption rights - no such rights exist for shares of common stock.

vii. Sinking Fund Provisions - No sinking fund provisions exist.

viii. Further Liability For Calls - No shares of common stock are subject

to further call or assessment by the issuer. The Company has not issued

stock options as of the date of this registration statement.

(2) Potential Liabilities of Common Stockholders to State and Local

Authorities

No material potential liabilities are anticipated to be imposed on stock-

holders under state statutes. Certain Nevada regulations, however, require

regulation of beneficial owners of more than 5% of the voting securities.

Stockholders that fall into this category, therefore, may be subject to

fines in circumstances where non-compliance with these regulations are

established.

<PAGE>

B. Preferred Stock

The authorized preferred stock of the corporation consists of 15,000,000

shares with a par value of $0.001 per share.

Five million (5,000,000) authorized Series A Preferred Shares with a par value

of $0.001 and such other terms as determined by the board of Directors of the

corporation prior to their issuance. Each Series A Preferred Share shall have

voting rights and shall carry a voting weight equal to ten (10) Common Shares.

Each Series A Preferred Share may be converted into ten (10) Common Shares

upon approval by the Board of Directors of the corporation.

Five million (5,000,000) authorized Series B Preferred Shares with a par value

of $0.001 per share and such other terms as may be determined prior to their

issuance by the Board of Directors. Each Series B Preferred Share shall have

voting rights and shall carry a voting weight equal to two (2) Common Shares.

Each Series B Preferred Share may be converted into two (2) Common Shares upon

approval by the Board of Directors.

Five million (5,000,000) authorized Series C Preferred Shares with a par value

of $0.001 per share and such other terms as may be determined by the Board of

Directors prior to their issuance. No Series C Preferred Share shall have

voting rights.

The Company has not issued any preferred stock to date, nor have they

developed the descriptive attributes of these preferred shares. The Company

can issue shares of preferred stock in series with such preferences and

designations as its board of directors may determine. The board of

directors can, without shareholder approval, issue preferred stock with

voting, dividend, liquidation, and conversion rights. This could dilute

the voting strength of the holders of common stock and may help the

EZ Travel's management impede a takeover or attempted change in control.

C. Debt Securities

The Company is not registering any debt securities, nor are any outstanding.

D. Other Securities To Be Registered

The Company is not registering any security other than its Common Stock.

E. Nevada Anti-Takeover Provisions

The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada

Corporation Law apply to EZ Travel. Section 78.438 of the Nevada law prohibits

the Company from merging with or selling EZ Travel or more than 5% of our

assets or stock to any shareholder who owns or owned more than 10% of any

stock or any entity related to a 10% shareholder for three years after the

date on which the shareholder acquired the EZ Travel shares, unless the

transaction is approved by EZ Travel's Board of Directors. The provisions

also prohibit the Company from completing any of the transactions described

in the preceding sentence with a 10% shareholder who has held the shares more

than three years and its related entities unless the transaction is approved

by our Board of Directors or a majority of our shares, other than shares

owned by that 10% shareholder or any related entity. These provisions could

delay, defer or prevent a change in control of EZ Travel.

Item 5. Indemnification of Directors and Officers

The Bylaws of the Company provide for indemnification of its directors,

officers and employees as follows:

Every director, officer, or employee of the Corporation shall be

indemnified by the Corporation against all expenses and liabilities,

including counsel fees, reasonably incurred by or imposed upon him/her in

connection with any proceeding to which he/she may be made a party, or in

which he/she may become involved, by reason of being or having been 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

<PAGE>

of the Corporation, partnership, joint venture, trust or enterprise, or any

settlement thereof, whether or not he/she is a director, officer, employee

or agent at the time such expenses are incurred, except in such cases

wherein the director, officer, employee or agent is adjudged guilty of

willful misfeasance or malfeasance in the performance of his/her duties;

provided that in the event of a settlement the indemnification herein shall

apply only when the Board of Directors approves such settlement and

reimbursement as being for the best interests of the Corporation.

The Bylaws of the Company further state that the Company shall provide to

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 the corporation, partnership, joint

venture, trust or enterprise, the indemnity against expenses of a suit,

litigation or other proceedings which is specifically permissible under

applicable Nevada law. The Board of Directors may, in its discretion,

direct the purchase of liability insurance by way of implementing the

provisions of this Article. However, the Company has yet to purchase any

such insurance and has no plans to do so.

The Articles of Incorporation of the Company states that a director or

officer of the corporation shall not be personally liable to this

corporation or its stockholders for damages for breach of fiduciary duty as

a director or officer, but this Article shall not eliminate or limit the

liability of a director or officer for (i) acts or omissions which involve

intentional misconduct, fraud or a knowing violation of the law or (ii) the

unlawful payment of dividends. Any repeal or modification of this Article

by stockholders of the corporation shall be prospective only, and shall not

adversely affect any limitation on the personal liability of a director or

officer of the corporation for acts or omissions prior to such repeal or

modification.

Article VII of the Articles of Incorporation states: " Every person who was

or is a party to, or is threatened to be made a party to, or is involved in

any such action, suit or proceeding, whether civil, criminal, administrative

or investigative, by the reason of the fact that he or she or a person with

whom he or she is a legal representative, is or was a director of the Corporation, or who is serving at the request of the Corporation as a director

or officer of another corporation, or is a representative in a partnership,

joint venture, trust or other enterprise, shall be indemnified and held

harmless to the fullest extent legally permissible under the laws of the State

of Nevada from time to time against all expenses, liability and loss (including

attorneys' fees, judgments, fines, and amounts paid or to be paid in a

settlement) reasonably incurred or suffered by him or her in connection

therewith. Such right of indemnification shall be contract right which may be

enforced in any manner desired by such person. The expenses of officers and

directors incurred in defending a civil suit or proceeding must be paid by the

Corporation as incurred and in advance of the final disposition of the action,

suit, or proceeding, under receipt of an undertaking by or on behalf of the

director or officer to repay the amount if it is ultimately determined by a

court of competent jurisdiction that he or she is not entitled to be

indemnified by the Corporation. Such right of indemnification shall not be

exclusive of any other right of such directors, officers or representatives

may have or hereafter acquire, and without limiting the generality of such

statement, they shall be entitled to their respective rights of indemnification

under any bylaw, agreement, vote of stockholders, provision of law, or

otherwise, as well as their rights under this article.

Without limiting the application of the foregoing, the Board of Directors may

adopt By-Laws from time to time without respect to indemnification, to provide

at all times the fullest indemnification permitted by the laws of the State

of Nevada, and may cause the Corporation to purchased or maintain insurance

on behalf of any person who is or was a director or officer."

Insofar as indemnification for liabilities arising under the Securities Act

may be permitted to directors, officers and controlling persons of the

Registrant pursuant to the foregoing provisions, or otherwise, the Registrant

has been advised that in the opinion of the Securities and Exchange

Commission such indemnification is against public policy as expressed in the

Securities Act and is, therefore, unenforceable. In the event that a claim

for indemnification against such liabilities (other than the payment by the

Registrant of expenses incurred or paid by a director, officer or controlling

person of the Registrant in the successful defense of any action, suit or

proceeding) is asserted by such director, officer or controlling person in

connection with the securities being registered, the Registrant will, unless

in the opinion of its counsel the matter has been settled by controlling

precedent, submit to a court of appropriate jurisdiction the question whether

such indemnification by it is against public policy as expressed in the

Securities Act and will be governed by the final adjudication of such issue.

<PAGE>

Part F/S

Item 1. Financial Statements

The following documents are filed as part of this report:

a) Financial Statements

EZ TRAVEL, INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

MARCH 31, 2002 AND DECEMBER 31, 2001

<PAGE>

CONTENTS

<TABLE>

PAGE

<S> <C>

INDEPENDENT AUDITORS' REPORT F-1

BALANCE SHEETS F-2

STATEMENTS OF OPERATIONS F-3

STATEMENT OF STOCKHOLDERS' EQUITY F-4

STATEMENTS OF CASH FLOWS F-5

NOTES TO FINANCIAL STATEMENTS F-6-8

</TABLE>

b) Interim Financial Statements are provided through March 31, 2002.

c) Financial Statements of businesses acquired or to be acquired are not

provided at this time, as they are not applicable.

d) Proforma Financial Information is not provided at this time, as it is

not applicable at this time.

Item 2. Changes in and Disagreements with Accountants on Accounting and

Financial Disclosure.

None -- Not applicable.

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of EZ Travel, Inc.:

We have audited the accompanying balance sheet of EZ Travel, Inc. (A

Development Stage Company) as of March 31, 2002 and December 31, 2001, and the

related statements of operations, stockholders' equity and cash flows for the

three months ended March 31, 2002, for the period from December 27, 2001

(inception) to December 31, 2001, and for the period from December 27, 2001

(inception) to March 31, 2002. These financial statements are the

responsibility of the Company's management. Our responsibility is to express

an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally

accepted in the United States of America. Those standards require that we

plan and perform the audit to obtain reasonable assurance about whether the

financial statements are free of material misstatement. An audit includes

examining, on a test basis, evidence supporting the amounts and disclosures in

the financial statements. An audit also includes assessing the accounting

principles used and significant estimates made by management, as well as

evaluating the overall financial statement presentation. We believe that our

audit provides a reasonable basis for our opinion.

In our opinion, based on our audit, the financial statements referred to above

present fairly, in all material respects, the financial position of EZ Travel,

Inc. as of March 31, 2002 and December 31, 2001, the results of its operations

and its cash flows for the three months ended March 31, 2002, for the period

from December 27, 2001 (inception) to December 31, 2001, and for the period

from December 27, 2001 (inception) to March 31 2002, in conformity with

accounting principles generally accepted in the United States of America.

MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.

Certified Public Accountants

New York, New York

April 26, 2002

F-1

<PAGE>

EZ TRAVEL, INC.

(A Development Stage Company)

BALANCE SHEETS

<TABLE>

BALANCE SHEETS

March 31, December 31,

2002 2001

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

ASSETS

Cash and cash equivalents $ 13,311 $ 2,000

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

Total current assets 13,311 2,000

Property and equipment, net of accumulated

depreciation of $280 2,601 -

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

TOTAL ASSETS $ 15,912 $ 2,000

============= ============

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

Total current liabilities $ - $ -

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

STOCKHOLDERS' EQUITY

Preferred stock, Series A:B:C; $0.001 par value;

5,000,000 shares authorized per series,

-0- shares issued and outstanding - -

Common stock, $0.001 par value;

60,000,000 shares authorized, 3,600,000 and

2,000,000 shares issued and outstanding 3,600 2,000

Additional paid-in capital 14,400 -

Deficit accumulated during

the development stage (2,088) -

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

Total stockholders' equity 15,912 2,000

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

Total liabilities and stockholders' equity $ 15,912 $ 2,000

============= ============

</TABLE>

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

F-2

<PAGE>

EZ TRAVEL, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

<TABLE>

STATEMENTS OF OPERATIONS

For the From From

Three December 27, December 27,

Months 2001 2001

Ended (Inception) to (Inception) to

March 31, December 31, March 31,

2002 2001 2002

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

Revenue $ - $ - $ -

General and administrative expenses 2,088 - 2,088

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

Loss from operations before provision

for income taxes (2,088) - (2,088)

Provision for income taxes - - -

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

Net loss $ (2,088) $ - $ (2,088)

========= ============ ==============

Net loss per share - basic and diluted $ - $ - $ -

========= ============ ==============

Weighted average number of common shares 2,205,333 2,000,000 2,196,596

========= ============ ==============

</TABLE>

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

F-3

<PAGE>

EZ TRAVEL, INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>

STATEMENT OF STOCKHOLDERS' EQUITY

Deficit

Accumulated

Additional During the Total

Preferred Stock Common Stock Paid-In Development Stockholders'

Shares Amount Shares Amount Capital Stage Equity

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

Balance,

Dec 27,2001

(Inception) - $ - - $ - $ - $ - $ -

Founder

issued at

$0.001 - - 2,000,000 2,000 - - 2,000

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

Balance,

Dec 31,2001 - - 2,000,000 2,000 - - 2,000

Sale of

common stock

at $0.01

per share

from

Jan 3,2002

through

Mar 31,2002

(pursuant

to Rule 504

offering) - - 1,600,000 1,600 14,400 - 16,000

Loss for

the period - - - - - (2,088) (2,088)

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

Balance,

Dec 31,2001 - $ - 3,600,000 $3,600 $ 14,400 $ (2,088) $ 15,912

======= ======= ========= ====== ======== =========== =============

</TABLE>

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

F-4

<PAGE>

EZ TRAVEL, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

<TABLE>

STATEMENT OF CASH FLOWS

For the From From

Three December 27, December 27,

Months 2001 2001

Ended (Inception) to (Inception) to

March 31, December 31, March 31,

2002 2001 2002

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

CASH FLOWS FROM OPERATING ACTIVITIES

Net Loss $ (2,088) $ - $ (2,088)

Adjustments to reconcile net loss to net

cash used by operating activities:

Depreciation and amortization 280 - 280

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

NET CASH USED IN OPERATING ACTIVITIES (1,808) - (1,808)

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

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of fixed assets (2,881) - (2,881)

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

CASH FLOWS FROM FINANCING ACTIVITIES

Issuance of capital stock 16,000 2,000 18,000

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

Net change in cash 11,311 2,000 13,311

Cash - beginning of period - - -

Cash - end of period $ 13,311 $ 2,000 $ 13,311

========= ============ ==============

Supplemental Information:

Cash payments made for:

Income taxes $ - $ - $ -

========= ============ ==============

Interest $ - $ - $ -

========= ============ ==============

</TABLE>

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

F-5

<PAGE>

EZ TRAVEL, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2002 AND DECEMBER 31, 2001

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES

Nature of Operations

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

EZ Travel, Inc. (the "Company") is currently a development-stage

company under the provisions of the Financial Accounting Standards

Board ("FASB") Statement of Financial Accounting Standards ("SFAS")

No. 7. The Company was incorporated under the laws of the state of

Nevada on December 27, 2001.

Use of Estimates

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

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 revenue and expenses during the reporting

period. Actual results could differ from those estimates.

Cash and Cash Equivalents

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

The Company considers all highly liquid investments purchased with

original maturities of three months or less to be cash

equivalents.

Property and equipment

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

Property and equipment is stated at cost. Depreciation and

amortization is computed using the straight-line method over the

estimated useful lives of the various classes of assets.

Long-Lived Assets

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

SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets

and for Long-Lived Assets to be Disposed of," requires that long-

lived assets and certain identifiable intangibles to be held and

used or disposed of by an entity be reviewed for impairment

whenever events or changes in circumstances indicate that the

carrying amount of an asset may not be recoverable. The Company

has adopted this statement and determined that no impairment loss

need be recognized for applicable assets of operations.

Income Taxes

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

Income taxes are provided for based on the liability method of

accounting pursuant to SFAS No. 109, "Accounting for Income

Taxes." Deferred income taxes, if any, are recorded to reflect

the tax consequences on future years of differences between the

tax bases of assets and liabilities and their financial reporting

amounts at each year-end.

F-6

<PAGE>

EZ TRAVEL, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2002 AND DECEMBER 31, 2001

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES (Continued)

Earnings Per Share

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

The Company calculates earnings per share in accordance with SFAS

No. 128, "Earnings Per Share," which requires presentation of

basic earnings per share ("BEPS") and diluted earnings per share

("DEPS"). The computation of BEPS is computed by dividing income

available to common stockholders by the weighted average number of

outstanding common shares during the period. DEPS gives effect to

all dilutive potential common shares outstanding during the

period. The computation of DEPS does not assume conversion,

exercise or contingent exercise of securities that would have an

antidilutive effect on earnings. As of December 31, 2001, the

Company had no securities that would effect loss per share if they

were to be dilutive.

Comprehensive Income

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

SFAS No. 130, "Reporting Comprehensive Income," establishes

standards for the reporting and display of comprehensive income

and its components in the financial statements. The Company had

no items of other comprehensive income and therefore has not

presented a statement of comprehensive income.

NOTE 2 - INCOME TAXES

The components of the provision for income taxes for the period

from December 27, 2001 (inception) to March 31, 2002 are as

follows:

Current Tax Expense

U.S. Federal $ -

State and Local -

---------

Total Current -

---------

Deferred Tax Expense

U.S. Federal -

State and Local -

---------

Total Deferred -

---------

Total Tax Provision (Benefit) from

Continuing Operations $ -

=========

The reconciliation of the effective income tax rate to the Federal

statutory rate is as follows:

F-7

<PAGE>

EZ TRAVEL, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2002 AND DECEMBER 31, 2001

NOTE 2 - INCOME TAXES (Continued)

Federal Income Tax Rate 34.0%

Effect of Valuation Allowance ( 34.0)%

--------

Effective Income Tax Rate 0.0%

========

At March 31, 2002, the Company had a net carryforward losses of

$2,088. Because of the current uncertainty of realizing the

benefits of the tax carryforward, a valuation allowance equal to

the tax benefits for deferred taxes has been established. The full

realization of the tax benefit associated with the carryforward

depends predominantly upon the Company's ability to generate

taxable income during the carryforward period.

Deferred tax assets and liabilities reflect the net tax effect of

temporary differences between the carrying amount of assets and

liabilities for financial reporting purposes and amounts used for

income tax purposes. Significant components of the Company's

deferred tax assets and liabilities as of March 31, 2002 are as

follows:

Deferred Tax Assets

Loss Carryforwards $ 710

Less: Valuation Allowance ( 710)

-------

Net Deferred Tax Assets $ -

=======

Net operating loss carryforwards expire in 2021.

NOTE 3 - COMMON STOCK

On December 27, 2001, the Company issued 2,000,000 shares of its

$0.001 par value common stock to its founders for cash of $2,000.

During March 2002, the Company issued 1,600,000 shares of its

$0.001 par value common stock at $0.01 per share for cash of

$16,000. The shares were issued pursuant to Regulation D, Rule 504

of the Securities and Exchange Commission Act of 1933 offering.

NOTE 4 - RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property.

The officers/directors of the Company provide office and other

services without charge. Such costs are immaterial to the

financial statements and, accordingly, have not been reflected

therein. These individuals are involved in other business

activities and may, in the future, become involved in other

business opportunities. If specific business opportunity becomes

available, such persons may face a conflict in selecting between

the Company and their other business interest. The Company has not

formulated a policy for the resolution of such conflicts.

F-8

<PAGE>

Part III

Item 1. Index to Exhibits (Pursuant to Item 601 of Regulation SB)

EXHIBIT INDEX

The following exhibits are filed as part of this Registration statement with

the Securities and Exchange Commission, following Item 601 of Regulation

S-B. All exhibits refer to EZ Travel, Inc., unless otherwise indicated.

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

EXHIBITS

SEC REFERENCE TITLE OF DOCUMENT LOCATION

NUMBER

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

3(a) Articles of Incorporation* Previously

(Filed on December 27, 2001) filed

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

3(b) Bylaws* Previously

(Adopted December 21, 2001) filed

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

4 Sample Stock Certificate* Previously

filed

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

23 Consent of CPA* Previously

filed

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

99 Notice of Effectiveness issued by Previously

Nevada Secretary of State* filed

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

* Previously filed as an exhibit to the Company's Form 10SB12G filed on

May 2, 2002.

<PAGE>

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the

registrant caused this registration statement to be signed on its behalf by

the undersigned, thereunto duly authorized.

EZ Travel, Inc.

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

(Registrant)

Dated: June 3, 2002

By: /s/ Edward C. Zimmerman, III

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

Edward C. Zimmerman, III

Chairman of the Board

President

Chief Executive Officer

Chief Financial Officer

Secretary

<PAGE>

============================================================================

Unmarked Copy

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