SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                              FORM 10-KSB/A . No. 5

     [X]  ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)OF  THE  SECURITIES
          EXCHANGE ACT OF 1934



                   For the fiscal year ended December 31, 2004

                                       or

     [ ]  TRANSITION  REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

             For the transition period from __________ to __________

                           Commission File No. 0-18412
                             YTB International, Inc.
                     (formerly REZconnect Technologies, Inc)
 -------------------------------------------------------------------------------

             (Exact name of registrant as specified in its charter)



Delaware                                               11-2602120
-------------------------------             -----------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)


                                560 Sylvan Avenue
                       Englewood Cliffs, New Jersey 07632
                       ----------------------------------
                    (Address of Principal Executive Offices)

       Registrant's telephone number, including area code: (201) 567-8500
                                 --------------

                          REZconnect Technologies, Inc
           -----------------------------------------------------------
          (Former name or former address, if changed since last report)

        Securities Registered pursuant to Section 12(b) of the Act: None

    Securities Registered pursuant to Section 12(g) of the Act: Common Stock,
                                 $.001 per share

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

                                (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days. Yes X No ___

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ].

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant as of December 31, 2004 was  approximately  $5,880,000.  Indicate the
number of  shares  outstanding  of each of the  Registrant's  classes  of common
stock, as of the latest  practicable  date. As of December 31, 2004,  there were
24,092,376 shares of Common Stock, par value $.001 per share outstanding.



Prior  Amendment  No. 2 to this Form 10-K filed in April  inadvertently  omitted
certain necessary Sarbanes-Oxley Act Certifications.  The purpose of Amendements
No. 3, 4 and 5 are (i) to reflect  those  necessary Certifications  and  (ii) to
respond to staff comments of the SEC regarding certain disclosures  contained in
the Form 10-K and associated Amendments.



<PAGE>


                                Table of Contents

10KSB

PART I........................................................................ 2

Item 1.Business............................................................... 2

PRIOR HISTORY................................................................. 2

OPERATIONS.................................................................... 3

REZCONNECT.................................................................... 3

COMPETITION................................................................... 4

MANAGEMENT.................................................................... 4

Item 2   Properties........................................................... 6

Item 3. Legal Proceedings..................................................... 6

Item 4. Submission of Matters to a Vote of Securities Holders................. 6

PART II....................................................................... 7

Item 5. Market for Registrant's Common Stock.................................. 7

Item 6. Management's Discussion and Analysis or Plan of Operation..............7

Item 7. Financial Statements................................................. 14

Item 8. Changes in and Disagreements with Accountants on Accounting
        and Financial Disclosure............................................. 14

Item 8A.Controls and Procedures.............................................. 14

Item 8B.Other Information.................................................... 14

PART III..................................................................... 15

Item 9. Directors and Executive officers, promoters and control person;
compliance with Section 16 (a) of The Exchange Act and Code of Business Conduct
and Ethics................................................................... 15

Item 10.Executive Compensation............................................... 20

Item 11.Security Ownership of Certain Beneficial Owners and Management....... 23

PART IV.......................................................................24

Item 12.Certain Relationships and Related Transactions....................... 24

Item 13.Exhibits, Financial Statement Schedules and Reports for Form 8-K .....25

Balance Sheet................................................................ F2

Statements of Operations..................................................... F3

Statement of Shareholders Equity ............................................ F4

Statement of Cash Flows...................................................... F5

Notes to Financial Statements...............................................  F5

Pro Forma Income Statements................................................. F22


Documents incorporated by reference: None

<PAGE>

                                     PART I

Item 1. Business
------- --------

Post - December 31, 2004 Events


         YTB  International,  Inc. has become, as of the date of this report the
successor to the former REZconnect Technologies,  Inc., as more fully, described
below  (the  "Company").  A publicly  traded  company  (OTCBB:YTBL),  commencing
January  4,  2005,  the  Company  began   operating   through  its  3  operating
subsidiaries.  Post-reincorporation  in Delaware,  January 4, 2005,  the Company
continued its operations as a leading internet  provider of online travel stores
for travel  agencies  and  home-based  representatives  using our  services  and
technology. For the period of this report, ending December 31, 2004, the Company
was comprised of REZconnect Technologies, Inc. and YourTravelBiz.com, Inc. which
were merged under New York law on December 8, 2004.

         Accordingly, for the period from December 8, 2004 to December 31, 2004,
the Company operated with 3 operating groups. Upon reincorporation on January 4,
2005, each of the operating groups became three distinct,  wholly-owned Delaware
("divisions"),  respectively REZconnect Technologies, Inc. ("Technologies"); YTB
Travel Network, Inc. ("Booking");  and  YourTravelBiz.com,  Inc.  ("Marketing").
This  Amendment  No. 2 to the  Form  10-KSB  Annual  Report  for the year  ended
December  31, 2004 is intended to reflect  revised and upgraded  disclosures  to
that previously filed.


         In the share exchange and associated  merger with YTB, the stockholders
of YTB received,  in exchange for 100% of YTB's capital stock,  11,522,376 newly
issued  shares of YTB's  capital  stock (the  "Exchange  Stock").  The number of
shares of Exchange  Stock issued was one share  greater than the total number of
shares of Common Stock outstanding  immediately prior to the YTB share exchange.
The Exchange Stock  consisted of 7,430,000  shares of Common Stock and 4,092,376
shares  of  Series B  Convertible  Preferred  Stock of the  Company  ("Series  B
Stock").  The Series B Stock was created and issued  because the Company did not
have a sufficient  number of authorized  and unissued  common shares  available.
Each  share of Series B Stock  was  converted  into one  share of Common  Stock,
subject to adjustment, as of January 9, 2005. The issuance of the Exchange Stock
was not registered,  as the transaction was exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933.

         Effective  January 4, 2005,  the Company  reincorporated  in  Delaware,
changed its name to YTB International,  Inc. and increased its authorized common
shares to 50,000,000, the preferred remaining at 5,000,000 authorized.  Thus, as
of  January  4, 2005,  the date of  reincorporation  in  Delaware,  the  Company
(subsequently none as YTB  International,  Inc.) was divided into three distinct
wholly-owned   subsidiaries,   consisting  of  Technologies,   a  franchisor  of
traditional  "brick and  mortar"  travel  agencies,  as well as  Internet-based,
travel-related  services and technology offering proprietary reservation systems
for the travel and entertainment  industry.  We are also a full service provider
of discount  travel  products  and  services  to the leisure and small  business
traveler via our Booking Division.  Finally Marketing is our referral  marketing
group.

Prior History

         We are a travel  management  company using  technology and the Internet
for our franchise chain and the online retail consumer. The Company is a leading
internet  provider of online  travel stores for travel  agencies and  home-based
representatives  using  our  services  and  technology.  The  Company  seeks  to
capitalize  on the  recent  share  exchange  with  Yourtravelbiz.com,  Inc.,  an
Illinois  corporation,  and become the leading provider of Internet-based travel
services  and  solutions.  The  Company  has grown the  products  and  services,
offered,  and intends to further grow its product line. The Company  believes it
can continue to grow the Company's overall revenues and profitability.

         By way of  background,  we were  incorporated  in June  1982 as  Travel
Network, Ltd. in New York and did business as Global Travel Network. On February
1,  1994,  we  re-incorporated  in New  Jersey  (at  which  time  the  New  York
corporation  was  merged  into the New Jersey  corporation).  The assets of this
corporation were transferred to Global Travel Network,  L.L.C.  ("GTN") in 1998.
GTN was  created as a conduit to  participate  in the  franchise  Global  Travel
Network business of Travel Network, Ltd. Global Travel Network was merged into a
New  York  Company  called  Playorena,  Inc  which  was also a  publicly  traded
corporation trading on NASDAQ Bulletin Boards.

                                       2
<PAGE>

         On September 17, 1999, Playorena,  Inc. acquired the outstanding equity
of GTN in exchange for 5,063,379  shares of Playorena's  common stock (including
123,292  shares  reserved  for issuance  upon the  exercise of certain  warrants
previously  issued by GTN and 4,931,087 shares issued to equity holders of GTN),
representing  94.5% of the issued and outstanding common stock of Playorena upon
completion of the share exchange.  Prior to that time,  Playorena  operated as a
public shell seeking the  acquisition  of, or merger with, an existing  company.
Following the Playorena,  Inc. share exchange and merger, we changed our name to
ETRAVNET.COM,  Inc. On August 29, 2002,  we again changed our name to REZconnect
Technologies, Inc.



         On   December  8,  2004,   YourTravelBiz.com,   Inc.   and   REZconnect
Technologies,  Inc. merged and effected a share exchange with YourTravelBiz.com,
Inc. ("YTB"). YTB was engaged in referral marketing,  whereby for a monthly fee,
YTB Referral  Travel Agents  ("RTAs") are provided with an  interactive  website
offering  travel-related  products and services  which allows them to sell those
products and services to the general  public.  YTB negotiates  with all vendors,
hosts the website and collects  all  revenues.  RTAs hosting a website  would be
paid a commission on all sales made through their respective  websites,  as well
as  commissions  for  bringing  new members to YTB.  YTB was a former  client of
REZconnect,  whereby  REZconnect  would  service  all travel  arrangements  made
through YTB and its RTAs .


The Business as of December 31, 2004

         REZconnect  is a leader in the  franchised  travel  services  business.
REZconnect has operated in this industry for 23 years.  During this time, it has
created  a  network  of  over  145  domestic  franchisees  and 49  international
franchisees,  represented  in 4  countries.  REZconnect  offers an  interactive,
real-time  booking  engine and access to  preferred  deals with  leading  travel
industry  suppliers to its franchisees and to small office-home  office ("SOHO")
agencies,  independent  travel agencies and high traffic websites.  REZconnect's
revenue  stream is comprised  of one-time  franchise  fees as each  franchise is
sold, monthly franchise service fees from its franchisees and commissions on the
sale of travel products plus monthly hosting fees on each website.

         While previously  concentrating on the  establishment of its "brick and
mortar"  franchise  operations,  management has  recognized  that margins in the
travel  agency  industry  are  generally  shrinking,  due in  large  measure  to
reductions by airlines in commission rates and to greater competition throughout
the industry.  To combat these trends and strengthen its  competitive  position,
the  REZconnect  has sought to bring an  advanced  technology  to the travel and
lodging  industry by  investing  in software  development  and offers new online
travel franchises.

         In 2002,  REZconnect signed an exclusive,  20-year management agreement
to  provide  travel  web  site  hosting  for  one  of  the  Company's   clients,
YourTravelBiz.com,  Inc.  ("YTB")  a network  marketing  company  offering  its'
members,  an interactive  consumer website from the Company.  This agreement has
been  voided  with the  acquisition  of YTB on  December  8,2004,  although  the
subsidiary  company,  RezConnect  bills  YTB  for  site  licensing  fees  as  an
inter-company  transaction.  Further,  all travel  arrangements  from the online
sites are  serviced by a division of the Company.  We currently  host 8750 sites
for YTB.  Based on current  projects  supplied  by YTB,  the growth of new sites
should increase significantly over the next several years.



Operations as of December 31, 2004, the Date of this Report

Current Operations
------------------

Technologies Operating Group

         Technologies'  (and as an operating group of the Company for the period
December 8-31, 2004) includes the travel franchise  system. It also includes our
technology  software and services to the travel  industry.  One of Technologies'
activities is REZcity.com. The technology group builds reservation systems using
proprietary  patent  pending   applications  for  suppliers  within  the  travel
industry.  Technologies  builds  travel  stores  within the travel  industry and
includes RezCity.com, an online city guide and travel store.

                                       3
<PAGE>

         The  Technologies'  consumer driven websites provide strong content and
book-ability with over 60 booking engines  incorporated into one site,  covering
all aspects of the travel industry. Sites are available for use 24 hours, 7 days
a week,  allowing  travel  agents the ability to personally  follow-up  with the
online consumer and provide customer service.

         REZconnect typically charges $49.95 per month, on a non-contract basis,
to own and  operate  on an  online  travel  site.  If an agent  signs a one year
contract,  the cost is reduced and the agent only pays for 11 months of service.
Under it's bulk selling  arrangement  it offers site licensing at lower rates at
$10.00 per site. The Agencies that pay month to month,  must pay by credit card,
while yearly contracts can be paid either by check or credit card.

                  Currently,   there  are  over  10,000  consumer   websites  in
operation.  Site  owners  are  permitted  to  solicit  other  organizations  and
associations  to clone  travel  sites  allowing  for site  owners  to earn  more
revenue. The fee associated with a travel site clone is $25 per site, monthly.

         In-house sales  personnel have  generally  handled  marketing of travel
agency web sites and franchises for Travel  Network and  REZcity.com,  an online
city guide for over 53,000 towns  throughout  the USA,  providing a unique model
for travel  agencies to  participate  by licensing  their local  community  with
rights to sell advertising and e-commerce solutions.  The cost of the local town
of 25,000 in population is $1500 as a one-time fee with an annual hosting fee of
$150, for the 1st year with an annual 5% increase each year thereafter.




         To   complement   its   internally   developed   technology   platform,
Technologies has entered into two software licenses. Specifically,  Technologies
currently  licenses  technology  from Taurus  TeleSys,  Inc.  ("Taurus")  for it
net-to-phone  applications  under an agreement  that provides  Taurus with 4% of
Technologies'  revenue when used in  e-commerce  transactions  applications.  In
addition,  Technologies' licenses an Internet website from MyCity.com,  Inc. for
commercial use in the Comapny's REZCity franchise program; with a minimum
payment of $9,000 per year, Technologies pays fees to MyCity.com, Inc. based on
page views. The Taurus and MyCity.com licensing agreements currently expire,
unless extended, respectively in August 2006 and May 2007. Any pending patent
applications are filed by Taurus under its licensing agreement and relate to
net-to-phone applications and transactions.



         Technologies' franchise agreements signed prior to December 1988 have a
10 year term while those subsequent have 15 year terms.



Competition
-----------

         The travel industry is highly diverse and  specialized.  In fact, it is
one of the most competitive  industries in the United States. Much of the travel
business is niche  oriented,  highly price sensitive and many companies are much
more highly  capitalized.  One of the  principal  functions  of the recent share
exchange,  merger and reincorporation was effected in order to make the combined
Company significantly more competitive.


Booking Operating Group

         Booking  (the  successor  to both  the  REZconnect  travel  agency  and
reservations  business  and  that's  of YTB  Travel  and  Cruises,  Inc.  is the
successor  (It was an  operating  group of the Company  for the period  December
8-31, 2004.  Booking comprises the appointments to sell airline tickets,  cruise
packages  and other  services  plus the  travel  sales from the 10,000 web sites
hosted by REZconnect.  Travel processing,  document  distribution and commission
payments,  including,  tracking  the  transaction  for each of the  sites and is
handled,  by this  group.  In  addition,  bulk  purchasing  and deal  making are
provided by the Englewood Cliffs, New Jersey personnel.

                                       4
<PAGE>

         The Company's Travel Network franchise system is entering its 23rd year
of operations  and is one of the largest  travel agency chains in the world with
145 domestic and 49 international travel agencies. The franchise fees range from
$3,000 to $29,900 for  domestic  franchises  and from  $50,000 to  $350,000  for
individual international  territories.  Yearly service fees range from $2,000 to
$9,000 per location.

         The Company  believes it is at the forefront of several growing trends:
the  increasing  consumer  spending  in the  travel  industry  and  the  boom in
home-based  businesses and the growing  acceptance of conducting retail business
on the  internet.  Tourism  accounts  for  nearly 11% of all  consumer  spending
worldwide.  The travel industry is currently a $5 trillion  business and growing
23% faster than the global economy and travel  spending is expected to double in
the next 5 years.  Luxury cruise ship companies and resort  builders are gearing
up for this wave of retirees. Secondly, with job security, as well as an ability
to spend time with the  family,  an  ever-increasing  concern,  we  believe  the
ability to own a home-based business is becoming an even more attractive option.
Finally,  we believe  online travel  planning  will continue to make  tremendous
inroads in the  marketplace  as more people use the  internet  to become  better
informed and save time and money.


         In November 2002,  pre-merger,  Your Travel Biz.com, Inc.  entered into
an agreement with Genesis Consulting of Hixon, Tennessee for initial and ongoing
computer programming  services,  and data storage and management  services.  The
agreement  with Genesis  Consulting was for a period of 2 years and provided for
unlimited  automatic  contract  extensions of 60-days.  The services provided by
Genesis Consulting relate to the computer  programming,  data input and storage,
and data management as regards the IMR and RTA programs.  Computer  programming,
data receipt and storage and data management regarding travel and travel related
customer  orders  are  handled  exclusively  by  YTB at  its  Illinois  business
operations site.







Competition
-----------

         We have the  characteristics  of both an online  travel  provider and a
brick and mortar travel agency. We rely on selling our  travel-related  products
through  traditional  brick and mortar  travel  agencies and online  sites.  Our
buying power and low acquisition  costs  differentiate  us from our competitors.
This  unique  positioning  results  in  having  few  direct   competitors.   Our
competition can be classified into three separate types of companies: the online
travel  providers,  the retail travel  providers and electronic  distributors of
travel information and services.

         We  believe   there  are  currently  no  direct   competitors   to  the
REZconnect(R)  technology.  Websites  such  as  Travelocity.com,  Priceline.com,
Expedia.com and Orbitz.com,  are retailers of travel online,  unlike REZconnect,
which is serving a facilitator  function  only. In addition,  the  REZconnect(R)
target  markets,  are generally not serviced by these  companies.  REZconnect(R)
technology  could augment these sites,  providing their users with access to the
niche hotel,  cruise and restaurant  markets that  REZconnect is targeting which
cannot be booked in real time by these suppliers.

         The  Company's   franchise   travel  agency   business  is  subject  to
competition.  Priceline.com,  once a  competitor,  is now a  revenue  generating
preferred supplier for air ticketing on our travel sites.

          The retail travel provider most comparable to us is  Uniglobe.com.  It
provides  products  and  services  through the  Internet to leisure and business
travelers and also operates a travel  fulfillment  center for home-based  agents
and online companies.

Marketing Operating Group

         Marketing (has been an operating marketing group of the Company for the
period  December  8-31,   2004.  It  continues  to  conduct   business   through
recruitment, enrollment, initial training, and support of its sales force. There
are  currently  over  8,700   individuals,   known  as   independent   marketing
representatives  (each, an "IMR"),  who are responsible for enrolling  referring
travel agents (each, an "RTA"), most of whom work from their homes. An IMR might
utilize a number of methods of attracting  new RTAs, at  informational  meetings
and  events,  through  newspaper  advertising,   and  one-on-one  meetings  with
individuals seeking a home based business enterprise. RTAs and IMRs are schooled
through  our  certified  training  courses.   This  is  accomplished  through  a
combination of their Power Team Leader,  company conference calls and e-training
modules.  A Power Team  Leader is an IMR who has  accomplished  a higher  income
level by virtue of sales production.

                                       5
<PAGE>



         Marketing  was created to market  travel  agency  websites to RTAs in a
Referral  Marketing  program that incentivizes the RTAs for bringing others into
the system,  earns travel commissions from their site and enjoys travel benefits
and tax advantages with owning their own business.  RTAs are independent and are
provided with training  materials and onsite training at various  locations thru
out the USA. For a description of computer programming and data storageservices,
see "Booking Operating Group" above.



         There  are  currently  no  other  direct  network  marketing  companies
currently specializing in the travel franchise business.  Hence, while there are
multi-line marketing companies in existence,  they are not direct competitors of
the  Company  and  its  Marketing  operating  group  and,  post-January  4,2005,
operating division.


Legal Proceedings

         There were no legal proceedings in 2004.

Employees


         As of December  31,  2004,  the  Company  had a total of 42  employees.
(Prior to the December 8, 2004 merger, the Technologies'  operating group had 12
employees,  the  Booking  operating  group  consisted  of 5  employees  and  the
Marketing operating group consisted of 25 employees.)


Bankruptcy

         None of our officers or directors  has been involved as a debtor in any
proceedings under the U.S. Bankruptcy Code (or comparable foreign law).

Item 2.  Properties
-------  ----------

         Our executive offices are located at 560 Sylvan Avenue,  Englewood,  NJ
07632,  but we also have leased office space at 200 West Third Street Alton,  IL
62002 and an  additional  300 square  feet of office  space in San Juan,  Puerto
Rico. Our principal  executive  offices are consists of approximately  2,000 sq.
ft. of leased space in an office building in Englewood Cliffs,  New Jersey.  The
current  monthly rent is $3,666.  The lease expires in April 2008. Our office in
Alton,  IL is  approximately  6,000 sq. ft. Our  Chairman of the Board,  was the
previous  owner of this property and under the "terms of sale of  property",  it
remains rent free until December 31, 2005. All franchised agency sites are owned
or leased directly by the franchisees for such agencies.

Item 3.  Legal Proceedings
-------  -----------------
    None.

Item 4.  Submission of Matters to a Vote of Security Holders
-------  ---------------------------------------------------
    None.


                                       6
<PAGE>

                                     PART II

Item 5.  Market for Registrant's Common Stock
-------  ------------------------------------

Common Stock Prices


         Our common stock has traded on the OTC Bulletin  Board under the symbol
sinceJanuary 25, 2005 under the common stock symbol "YTBL."

         Prior  thereto,  it was traded under the symbol  "REZT" from August 29,
         2001 to January 24, 2005 "ETRV" from September 17, 1999 to December 19,
         1999 "ETVT" from
          December  20, 1999 to August 28, 2001 Prior  thereto,  it traded under
         the symbol "PLEX".


         The  following  table sets forth the high and low closing  share prices
per share for the periods indicated:


                                                     High           Low

Fiscal year ended December 31, 2004
     First quarter                                   $0.32          $0.21
     Second quarter                                   0.25           0.12
     Third quarter                                    1.87           0.16
     Fourth quarter                                   1.80           1.11

                                                     ----           ---
Fiscal year ended December 31, 2003
     First quarter                                   $0.80          $0.51
     Second quarter                                   0.60           0.32
     Third quarter                                    0.60           0.38
     Fourth quarter                                   0.55           0.32


         At December 31, 2004 the closing  price per share for our common stock,
as reported by NASDAQ was $1.30. As of July 29, 2005, the reported closing price
was $2.35.



Dividend Policy


         We have neither  declared nor paid a cash  dividend on our common stock
since we became  publicly  owned.  It is the policy of our Board of Directors to
retain  all  available  funds to  finance  the  development  and  growth  of our
business. The payment of cash dividends in the future will be dependent upon our
earnings and financial requirements.


Shareholders


         As of  December  31,  2004,  we  had  451  common  shareholders  and 13
preferred  shareholders of record,  exclusive of shareholders  whose shares were
held by brokerage firms,  depositories and other  institutional firms in "street
name" for their customers.


Recent Sales of Unregistered Securities
    None

Item 6.  Management's Discussion and Analysis or Plan of Operation
----  --------------------------------------------------------

         REZconnect Technologies,  Inc. is a leading internet provider of online
travel  stores for travel  agencies  and  home-based  representatives  using our
services and technology. As described elsewhere, YTB International,  Inc. became
the  successor  to the  Company  following  the  December 8, 2004 merger and its
January 4, 2005 reincorporation in Delaware.  For the period of this report (and
specifically the December 8, 2004 merger date, December 31, 2004 year-end),  the
Company operated as 3 operating groups (respectively  Technologies,  Booking and
Marketing). Post- reincorporation,  those operating groups became three distinct
wholly  owned   subsidiaries   consisting   of   YourTravelBiz.com,   REZconnect
Technologies Inc. and the YTB Travel Network Division.

                                       7
<PAGE>

         We operate  under  various  trade  names,  including  Your  Travel Biz,
YTBnet.com  Travel  Network,  Global Travel  Network,  Travel  Network  Vacation
Central,   YourTravelBiz.com,   YTBnet.com   and  the   following   web   sites:
Bookmytravel.com, REZconnect.com and RezCity.com.

         REZconnect Technologies operations are comprised of 3 operating groups.
The first is an extension of its travel franchise system.  The extension markets
itself as REZcity.com,  an online local city guide and online travel store.  The
other includes our technology  section,  which builds reservation  systems using
proprietary  patent  pending   applications  for  suppliers  within  the  travel
industry; builds online travel stores for consumers of travel agents, as well as
Super Sites for Travel  Agents to book their  clients  travel and  oversees  and
processes travel bookings from the websites.  REZconnect Technologies,  Inc. has
signed contracts with numerous Consortium groups to build online super sites for
their agent base.  Contracts  that have been signed  include:  Hickory  Leisure,
InteleTravel, OSSN, ARTA, GTM and the IT Group.

                  We  operate  the  business   under  our  trade  names  "Travel
Network," "Global Travel Network", "Travel Network Vacation Central", as well as
web sites  "Bookmytravel.com,"  and "REZconnect.com." We are also a full-service
provider  of  discount  travel  products  and  services to the leisure and small
business  traveler.  We offer our customers a reliable source of travel products
and services  through our agreements with selected travel  providers,  including
major  airlines,  cruise  lines,  hotels  and car  rental  agencies,  as well as
wholesale travel providers.  In addition,  we offer our customers the ability to
make reservations on over 424 airlines, at more than 35,000 hotels and with most
major car rental companies, cruise lines and tour package operators.

         Our brick and  mortar  franchisee  Travel  Network  and  Global  Travel
Network  fees range from  $3,000 to $29,900  for  domestic  franchises  and from
$50,000 to $350,000 for  individual  international  territories.  Yearly service
fees range from $2,000 to $9,000 per location.  Commission  rates paid by travel
suppliers  have been  approximately  10% for hotel  reservations,  5-10% for car
rentals,  and 10-15% for cruises and vacation  packages.  Airline  tickets are a
non-commissionable  item and revenues are earned from service fees,  which range
from $4 to $15 per ticket.

         Our revenues are divided amongst our franchise systems.  Travel Network
and RezCity plus our online website (Book My Travel),  fees and travel  services
to date has come from the  franchise  system,  travel  services  and online site
fees.  We  expect  that  REZconnect(R)  Technologies  will  continue  to play an
important  part in our  2005  revenue  projections  as we  release  the  various
applications within the travel and entertainment  industries.  During the last 3
years  a  larger  portion  of  our  expenses  were  related  to  our  technology
development.  These expenses have been substantially  reduced and should reflect
in higher revenues in 2005.

         REZconnect's  consumer  driven  websites  provide  strong  content  and
book-ability with over 60 booking engines  incorporated into one site,  covering
all aspects of the travel industry. Sites are available for use 24 hours, 7 days
a week,  allowing  travel  agents the ability to personally  follow-up  with the
online consumer and provide customer service.

         REZconnect typically charges $49.95 per month, on a non-contract basis,
to own and  operate  on an  online  travel  site.  If an agent  signs a one year
contract,  the cost is reduced and the agent only pays for 11 months of service.
The  agencies  that pay month to month  must pay by  credit  card  while  yearly
contracts can be paid either by check or credit card.

                                       8
<PAGE>

         Currently,  there are over 10,000 consumer websites in operation.  Site
owners are permitted to solicit other  organizations  and  associations to clone
travel sites  allowing for site owners to earn more revenue.  The fee associated
with a travel site clone is $25 per site, monthly.

         The  REZcity.com  is an extension of the  Technologies  activities  who
builds  online  travel  stores for  consumer  use, as well as "Super  Sites" for
Travel  Agents to book their  clients  travel and is an  extension of the travel
franchise system. The extension markets itself as an online local city guide and
online  travel  store for over 53,000 towns  throughout  the United  States.  It
provides a unique model for  entrepreneurs and travel agencies to participate by
licensing  the local  community  content  with  rights to sell  advertising  and
e-commerce  solutions.  The pricing of a local town of 25,000 in  population  is
$1,500 for a one-time fee and an annual hosting fee of $150.00.

         We are the only company in this field offering every postal zip code in
the U.S.  with  strong rich  content  provided  by over 100  sources,  including
weather,  entertainment,  sports,  news, various  information guides with yellow
page listings of over 15,000,000 businesses. This site is up and running and was
first available in 1998.  REZconnect took over the site in 2002 and is currently
offering this product to companies within the travel community.

         To date,  REZcity has signed 249 Single Unit franchises.  A single unit
franchise  consists of a single town or zip code with a population  of 25,000 or
less. Franchisees are required to sell e-commerce and advertising solutions,  to
earn revenue, within their purchased territory and market their website to local
residents residing in the community.

         In-house  sales   personnel  have   generally   handled   marketing  of
franchisees.  All of the Company's franchised operations are independently owned
and operated.  REZcity operates two company-owned travel agencies.  All sales of
travel  products  by REZcity is made  through  its  franchisees  or through  its
interactive web site. Operational expenses consist of franchise system sales and
support personnel, executive management and minimal administrative personnel.

          The  Booking  operating  group,  is a travel  management  company  who
operates several different  franchise  systems  including  storefront and online
business  models who processes  and handles  bookings  (reservations)  from over
10,000 websites.

         The Marketing  operating group is a referral  marketing group providing
support services for the 8750 representatives, that are currently in the system.
YourTravelBiz  conducts  business  through  recruitment,   enrollment,   initial
training,  and  support  of its sales  force.  This  operating  subsidiary  is a
referral  marketing group providing  support products and services for the 8,700
plus  representatives.  The representatives  have the ability to book individual
and group travel.  The  fulfillment is offered  through  interactive,  real time
booking  engines and access to  preferred  deals with  leading  travel  industry
suppliers.  The emerging market shift to internet for travel  services  presents
the   opportunity   for   advancement  of  products  and  services  by  referral
relationships.

                                       9
<PAGE>

OVERVIEW

         Our revenues to date is  predominately  comprised of franchise fees and
franchise  service  fees,  commissions  paid by travel  providers and the retail
value of travel agency related sales plus online  hosting fees for websites.  In
addition,  certain travel suppliers pay performance-based  compensation known as
"override  commissions"  or  "overrides."  Commission  revenues and gross retail
sales, net of allowances for  cancellations,  are recognized  generally based on
the expected date of travel.  Overrides are  recognized on an accrual basis once
the  amount has been  confirmed  with the travel  supplier.  Franchise  fees are
recognized  when  all  material  services  and  conditions  required  have  been
performed and the collect ability of the franchise fee is relatively assured. We
generally  defer  recognition  of  franchise  fees until such  amounts have been
collected  from the  franchisee.  Franchise  service fees are  recognized on the
accrual  basis as earned.  Online  travel  income is recorded when earned and is
recognized based on the websites hosted.

         With respect to travel services, revenues are generated by transactions
with  customers who make offers to purchase  tickets  supplied by  participating
vendors.  Because the Company is the  merchant of record in these  transactions,
revenue for these services includes the total amount billed to the customer.

         The  commission  rates  paid  by  travel  suppliers,   in  addition  to
overrides,  are  determined  by individual  travel  suppliers and are subject to
change.  Historically,  typical  standard base  commission  rates paid by travel
suppliers have been approximately 10% for hotel reservations,  5% to 10% for car
rentals  and 10% to 16% for  cruises and  vacation  packages.  Based on the past
several years leisure vendors (including tour operators,  cruise lines and hotel
and car  packagers)  have not reduced their  commission  levels but in fact have
offered the Travel Network incentive commissions above the standard compensation
for its  volume  business.  The YTB Travel  Network  expects  that its  weighted
average commission of online transaction  revenues will increase due to the fact
that its leisure  bookings are much greater as a percentage  of total sales than
airline ticketing,  the later offering the Company lower commissions.  There can
be no assurance that travel  suppliers will not reduce  commission rates paid to
YTB  Travel  Network  or  eliminate  such  commissions  entirely,  which  could,
individually  or in  the  aggregate,  have  a  material  adverse  effect  on the
Company's  business,  operating  results and financial  condition.  Each website
travel  storeowner pays a monthly fee of  $5.00-$49.95  (depending upon multiple
user contracts) plus the YTB International can earn  transactional  compensation
from travel purchased off each website.

         The Company  believes it is at the forefront of several growing trends:
the increase in consumer spending in the travel industry, the boom in home-based
businesses  and the growing  acceptance  of  conducting  retail  business on the
internet.  Tourism accounts for nearly 11% of all consumer  spending  worldwide.
The travel  industry,  currently a $5 trillion  business,  is growing 23% faster
than the global economy and spending on travel is expected to double in the next
5 years.  Industry research shows that one "baby boomer", a segment comprised of
nearly a billion people worldwide,  will retire every eight seconds for the next
20 years.  Luxury cruise ship  companies and resort  builders are gearing up for
this wave of retirees.  Secondly,  with job  security,  as well as an ability to
spend time with the family, an ever-increasing  concern,  we believe the ability
to own a  home-based  business  is  becoming  an even  more  attractive  option.
Finally,  we believe  online travel  planning  will continue to make  tremendous
inroads in the  marketplace  as more people use the  Internet  to become  better
informed and save time and money.

                                       10
<PAGE>

Results of Operations

         The  following  table  sets  forth,  for  the  periods  indicated,  the
percentage  relationship  of  certain  items  from  the  Company's  consolidated
statement of operations to total revenues:

                                                    Year Ended      Year Ended
                                                    December 31,    December 31,
                                                       2003             2004

Revenues


   Franchise fees                                          4.8 %           2.6%
   Franchise service fees and other fees                  23.7 %          19.2%
   Travel products and services                           56.1 %          55.0%
   Advertising and other                                   3.6 %          - 0 -
   Online Travel Stores (Net of Returns/Allowances)       11.8 %          12.8%
   New RTA Sales                                           - 0 -           2.3%
   Monthly  Maintenance Fees                               - 0 -           6.6%
   Printing and Administrative Service Fees                - 0 -           1.5%

                                                          -----          -----


TOTAL REVENUES                                            100  %         100  %
                                                          -----          -----

Operating Expenses

   Cost of travel products and sales                       21.9 %         24.9%
   Marketing and selling                                    1.3 %          2.8%
  Franchise services and products                           -0 -           4.1%
   General and administrative                              36.8 %         33.1%
Impairment of advertising receivable                       - 0 -           -0 -
Impairment of capitalized software costs                   32.6 %          -0-
Impairment of goodwill                                     - 0 -          - 0 -
Depreciation and amortization                              15.7 %          2.3%
Returns and Allowances (Netted against revenue above)       N/A             N/A
Commissions                                                37.8 %         40.7%

TOTAL OPERATING EXPENSES                                  146.1 %        107.9%

                                                           -----          -----

LOSS FROM OPERATIONS                                      (46.1 %)        (7.9%)


Other Income (Expenses)

Loss from Sales of  Short-term Investments                 (0.6 %)     - (0.2)%
Interest and Dividend Income                                0.8 %          1.0%
Interest Expense                                           (0.1)         (0.6)%

----- -----

TOTAL OTHER INCOME                                          0.1% -         0.2%

                                                            -----        -----

                                                            -----        -----

   Income (loss) before income taxes                      (46.0 )%       (7.7)%
   Income taxes                                             -0-            -0-

                                                           -----         -----

 Net income (loss)                                         (46.0)%       (7.7)%

                                                            =====        =====


                                       11
<PAGE>

REVENUES

         Franchise Fees. Franchise fees decreased in 2004 as compared to 2003 by
approximately   $17,774  as  a  result  of  increasing   market  conditions  and
management's decision in 2003.

         Franchise  Service  Fees  and  online  service  fees in 2004  increased
similarly  as compared to 2003 by  approx-imately  $147,256 an increase of 25.9%
This was  attributable to more  franchisees in the system,  partially  offset by
higher average franchise fees. Our franchise  agreements require  franchisees to
pay  monthly  franchise  fees or  hosting  fees,  which  have  annual  scheduled
increases.  Individual  franchise  arrangements  can provide the REZconnect with
annual fees ranging from $3,000 to $9,000 for Travel Network. In addition,  each
franchise  agreement has a provision for an increase in our service fee based on
year-over-year change in the consumer price index.

         Travel Products and Services. Travel products and services increased by
approximately  $709,687 from 2003 to 2004, an increase of approximately 52%. The
increase  is  attributable  to an  increase  in the  number  of  representatives
utilizing the Company as their travel provider in 2004.


         Online Travel Income.  Online Travel Income  increased by approximately
$225,037  from 2003 to 2004, an increase of  approximately  79%. The increase is
attributable  to an increase in the number of  representatives  promoting  their
website to their customer base creating greater sales.



OPERATING EXPENSES


         Commissions.  Commissions increased by approximately  $614,910 or 67.8%
in 2004 as compared to 2003.  The increase is a result of higher travel  related
revenues.


         Cost of Travel  Products  and  Services.  Cost of travel  products  and
services increased by approximately $404,378 or 77% in 2004 as compared to 2003.
These costs  increased as a result of higher travel  related  revenues.  Cost of
travel  products and services as a  percentage  of travel  products and services
sales was approximately 45% for 2004 and 39% for 2003.

         Marketing and Selling.  The Marketing and selling expenses decreased by
approximately  $11,411 from 2003 to 2004.  The  decrease  represents a change of
approximately  1.5%.  There  were  no  significant  changes  in  payroll  costs,
commissions and startup fees paid on the accounts receivable of the franchisees.


         General and Administrative. The General and administrative increased by
approximately  $353,830  or 40% from 2003 to 2004.  The  increase in general and
administrative  expense  in  2004  is  attributable  to the  merger  of the  two
Companies.

         Goodwill. Goodwill amounted to $9,436,118 and the net intangible assets
amounted to  $6,458,333 in 2004.  These two items  resulted from the merger with
YTB.


Variability of Results

         The  Company's   travel  products  and  services  gross  bookings  have
increased  from 2003 to 2004 due to  increase  in the number of hosted  websites
including  additional  franchises  derived from  REZcity.com  and an increase in
products and services sold to travel agencies utilizing our unique private label
agent only  web-based  booking  site.  Cost of travel  revenues  have  similarly
increased from 2003 to 2004.

         As a result of the Company's  operating  history in online commerce and
the  variability  that can be experienced  by our  franchising  operations,  the
Company is unable to accurately forecast its revenues. The Company's current and
future  expense  levels are based  predominantly  on its  operating  plans.  The
Company may be unable to adjust  spending in a timely manner to  compensate  for
any unexpected  revenue  shortfall.  Accordingly,  any significant  shortfall in
revenues  would  likely  have  an  adverse  effect  on the  Company's  business,
operating  results and  financial  condition.  Further,  the  Company  currently
intends to  substantially  increase its operating  expenses to develop and offer
new and expanded  travel  services,  to fund  increased  sales and marketing and
customer service operations to develop its technology and transaction processing
systems. To the extent such expenses precede or are not subsequently followed by
increased   revenues,   the  Company's  operating  results  will  fluctuate  and
anticipated net losses in a given period may be greater than expected.
\
                                       12
<PAGE>

         The Company expects to experience  fluctuations in its future quarterly
operating  results due to a variety of other factors,  many of which are outside
the Company's control. Factors that may adversely affect the Company's quarterly
operating  results include,  but are not limited to (i) the Company's ability to
retain existing  customers,  attract new customers at a steady rate and maintain
customer  satisfaction,  (ii) changes in inventory availability from third party
suppliers or commission rates paid by travel  suppliers,  (iii) the announcement
or introduction  of new or enhanced sites,  services and products by the Company
or its competitors,  (iv) general economic  conditions specific to the Internet,
online commerce or the travel industry,  (v) the level of use of online services
and consumer  acceptance of the Internet and commercial  online services for the
purchase of consumer products and services such as those offered by the Company,
(vi) the Company's ability to upgrade and develop its systems and infrastructure
and to attract new personnel in a timely and effective  manner,  (vii) the level
of traffic on the Company's online sites, (viii) technical difficulties,  system
downtime or Internet  brownouts,  (ix) the amount and timing of operating  costs
and  capital  expenditures  relating to  expansion  of the  Company's  business,
operations and infrastructure,  (x) governmental  regulation and (xi) unforeseen
events affecting the travel industry,  including terrorist activities similar to
September 11 and the conflict with Iraq.


         In  addition,  the Company  expects  that it will  experience  seasonal
business,  reflecting seasonal fluctuations in the travel industry, Internet and
commercial  online  service  usage and  advertising  expenditures.  The  Company
anticipates  that travel  bookings will typically  increase during the first and
second  quarter in  anticipation  of summer  travel and will  typically  decline
during the third quarter.  Internet and commercial  online service usage and the
rate of growth of such usage may be  expected  typically  to decline  during the
summer.  Depending  on the extent to which the Internet  and  commercial  online
services  are accepted as an  advertising  medium,  seasonality  in the level of
advertising   expenditures  could  become  more  pronounced  for  Internet-based
advertising.

         Due to the foregoing factors,  quarterly revenues and operating results
are  difficult  to  forecast,  and the Company  believes  that  period-to-period
comparisons  of its operating  results will not  necessarily  be meaningful  and
should not be relied upon as an indication of future  performance.  It is likely
that the Company's future quarterly operating results from time to time will not
meet the  expectations  of security  analysts or investors.  In such event,  the
price of the  Company's  Common Stock would likely be  materially  and adversely
affected.

         The material  effects on our operations  that we anticipate as a result
of the merger with YTB will be a  significant  increase  in RTAs and  membership
revenue, as well as a commensurate increase in related commission expense.


LIQUIDITY AND CAPITAL RESOURCES

         Cash used by operating activities in 2004 was approximately $866,000 as
compared to cash provided by in operating activities of $554,000 in 2003.

         Cash provided by investing  activities  was  approximately  $476,000 in
2004 as compared to cash used by investing activities of approximately  $551,000
in 2003.


         Cash provided by financing  activities  was  approximately  $353,000 in
2004 and used by financing  activities was  approximately  $3,000 in 2003. As of
December  31,  2004,  we had  approximately  $25,449  in cash and  approximately
$528,311 in  short-term  investments.  Based on the raising of capital  from the
sale of a convertible  note which occurred in January 2005 for 2 million dollars
and  from an  investment  from  issuance  of  stock in a  private  placement  to
investors in February 2005 for of $960,000.

         The Company  believes that cash and short term  investments  on hand at
December  31,  2004,  its cash flow from  operations  and 2005  funding  will be
sufficient to meet its obligation on a timely basis for the next 12 months. That
conclusion  is  reinforced  because the  consolidated  Company has minimal  debt
service,  development  costs  incurred in prior years are expected to decline as
will its cash requirements since it expects greater revenues and income from YTB
operations in 2005 (and are expected to have an even greater impact in 2006).

                                       13
<PAGE>



         The  Company  is  contingently  liable  under  the  terms of a  secured
convertible  note if the  price of its  common  stock  falls  below a  specified
minimum  amount.  That  contingent  liability,  based  on  $$0.80  on the  first
$1,000,000  purchased  and $1.25 on the  second  $1,000,000  purchase,  is up to
$278,000  in 2005 and  $667,000  in 2006 and  beyond.  The amount of  contingent
liability,  if any, is highly  speculative since it is based on the market price
of the Company's stock as it may change over time.





FORWARD-LOOKING STATEMENTS

         All  statements  other than  statements of historical  fact included in
this annual  report,  including  without  limitation  statements  regarding  the
company's financial position,  business strategy and the plans and objectives of
the company's  management for future operations is  forward-looking  statements.
When  used  in this  annual  report,  words  such  as  "anticipate",  "believe,"
"estimate," "expect," "intend",  and similar expressions,  as they relate to the
company  or  its   management,   identify   forward-looking   statements.   Such
forward-looking statements are based on the beliefs of the company's management,
as well  as  assumptions  made by and  information  currently  available  to the
Company's  management.   Actual  results  could  differ  materially  from  those
contemplated by the  forward-looking  statements as a result of certain factors,
including  but not limited to,  business  and economic  conditions.  Competitive
factors and pricing pressures,  capacity and supply constraints. Such statements
reflect the views of the Company with  respect to future  events and are subject
to  these  and  other  risks,  uncertainties  and  assumptions  relating  to the
operations, results of operations, growth strategy And liquidity of the company.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements.  The Company does not undertake any  obligation to release  publicly
any revisions to these  forward-looking  statements to reflect  future events or
circumstances or to reflect the occurrence of unanticipated events.

Item 7. Financial Statements.


         Consolidated   financial   statements   prepared  in  accordance   with
Regulation S-B are listed in Item 13 of Part IV of this Report,  are attached to
this report and incorporated in this Item 7 by reference.


Item  8. Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure None

Item 8A.  Controls and Procedures
--------  -----------------------





(a)  Evaluation  of disclosure  controls and  procedures.  The  Company's  chief
executive  officer  and  principal  financial  officer,   after  evaluating  the
effectiveness of the Company's  "disclosure controls and procedures" (as defined
in the Securities  Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the
end of the period covered by this annual report (the  "Evaluation  Date"),  have
concluded that as of the Evaluation Date, the Company's  disclosure controls and
procedures  were  adequate  and  designed  to ensure that  material  information
relating to the Company and its consolidated subsidiaries would be made known to
them by others within those entities.


(b)  Changes  in  internal  control  over  financial  reporting.  There  were no
significant  changes in the Company's internal control over financial  reporting
during the fourth  fiscal  quarter that  materially  affected,  or is reasonably
likely to materially  affect,  the  Company's  internal  control over  financial
reporting.





Item 8B.  Other Information
--------  -----------------------
          None



                                       14
<PAGE>

                                    PART III

Item 9.  Directors and Executive Officers, Promoters and Control Persons;
-------  -----------------------------------------------------------------------
         Compliance with Section 16(a) of the Exchange Act
         -------------------------------------------------

Directors and Executive Officers

        Set forth below is certain  information  concerning  the  directors  and
executive officers:

Name                                Age      Position/Title
-------                             ----        --------------


J. Lloyd Tomer                      70      Chairman of the Board of Directors

Michael Y. Brent*                   62      Director, Chief Executive Officer

Scott Tomer                         46      Director and President

Derek J. Brent*                     33      Director and Secretary

Kim Sorensen                        54      Director and Vice President

Harold L.Kestenbaum*                55      Director
------------
      *The  existing  Members of the  Company's  Board of Directors  have served
since November 1989 (Michael Brent);  December 1991 (Mr. Kestenbaum);  and April
1995 (Derek Brent).

         Mr. Michael Y. Brent, Chief Executive Officer and a Director, graduated
from  the  University  of  Miami  in  June  1965  with a  Bachelor  of  Arts  in
administration and accounting. From July 1965 through 1974, he was a Director of
Convention  Sales, for his family,  hotel business.  From 1974 - 1981, Mr. Brent
owned and  operated  his own travel  company.  In 1982,  he helped  start Travel
Network,  Ltd. (one of our predecessors) and served as Vice President until June
1989 when he became it's Chief  Operating  Office and a part owner. In 1994, Mr.
Brent became our President and Chief Executive Officer.

         Mr. Derek J. Brent, a Director as well as Secretary, the son of Michael
Y. Brent, graduated from the University of Maryland in June 1993 with a Bachelor
of Business Administration and Accounting, majoring in accounting. He joined the
Company's  predecessor  in May 1993,  as sales  consultant.  In 1996,  he became
Director of Sales.  On December 8, 2004 Mr.  Derek  Brent  became  President  of
REZconnect Technologies, Inc.

         Mr.  Harold  Kestenbaum,  Director,  graduated  from the  University of
Richmond  School of Law in 1975,  and is the  Company's  franchise  and  general
counsel. Mr. Kestenbaum is engaged primarily in the independent practice of law,
specializing In franchise and distribution law,  representing  franchisors only,
both start-up and  established  from his Garden City,  New York offices.  He is,
among  other  professional  roles,  a founding  member of the New York State Bar
Association's Franchising, Distribution and Licensing Law Section.

         Mr. J. Lloyd Tomer,  Chairman of the Board of Directors,  is a seasoned
veteran of direct sales and  marketing.  After  spending  thirteen  years in the
ministry, he joined the A. L. Williams Company (now known as Primerica Financial
Services)  in January  1981.  He  achieved  the level of Senior  National  Sales
Director in 1985 and  maintained  that  position  through  2001.  While at A. L.
Williams he built a successful  sales  organization  numbering in the thousands,
whose  combined life insurance  sales was measured in the billions,  with assets
under management of $750 million. He sold his A. L. Williams business in January
2002 to  devote  his  marketing  expertise  to  YourTravelBiz.com.  He  attended
Anderson College in Anderson, Indiana.

         Mr. Scott  Tomer,  a Director  and  President,  worked with his father,
Lloyd Tomer, at Primerica  Financial  Services from 1981-1993.  Scott earned the
level of National Sales Director at Williams and had the responsibility of field
support and training  for their sales  force,  where he trained over 2,000 sales
personnel.  He left the Williams  organization  to become a Certified  Financial
Planner, which he continued while specializing in real estate investing prior to
co-founding YourTravelBiz.com in 2001.

                                       15
<PAGE>

         Mr. J. Kim Sorensen,  a Director,  brings to  REZconnect  Technologies,
Inc.  an  extensive  and  successful  business  history.  He has  owned  several
businesses,  and managed a multi-million dollar mixed real estate complex across
from the  Illinois  state  capital in  Springfield.  He was also a  professional
bowler and bowling  proprietor from 1975-1980.  He joined A. L. Williams in 1981
and earned the Sr. Vice  President  position in 1985. In 1990 Kim partnered with
Lloyd Tomer to provide  technical and  management  support for his growing sales
organization  through  2001. He is a co-founder  of  YourTravelBiz.com,  and his
expertise in computer  technology has led to the  development  and management of
many of the systems at YourTravelBiz.com.

         Mr. Ori Klein, Chief Technology Officer, a key independent  contractor,
has 5 years of experience in the conception,  design and development of Internet
solutions and 10 years of MIS  experience.  During the last several  years,  Mr.
Klein worked for a major web development  company of which  REZconnect(R)  was a
significant  client.  Mr. Klein  supervised and worked on our website and in the
development of our web pages, infrastructure and menu-driven systems.

Compliance with Section 16(a) of the Securities Exchange Act

         Section  16(a) of the Exchange Act  requires  our  executive  officers,
Directors and persons who own more than ten percent of a registered class of our
equity securities ("Reporting Persons") to file reports of ownership and changes
in ownership on Forms 3, 4, and 5 with the  Securities  and Exchange  Commission
(the "SEC") and the National  Association  of  Securities  Dealers (the "NASD").
These Reporting Persons are required by SEC regulation to furnish us with copies
of all Forms 3, 4 and 5 they file  with the SEC and  NASD.  Based  solely on our
review  of the  copies  of the  forms  we have  received,  we  believe  that all
Reporting  Persons  complied  on a timely  basis  with all  filing  requirements
applicable to them with respect to transactions during fiscal year 2004.


Code of Ethics

         The  Sarbanes-Oxley  Act ("SOX")  was adopted by Congress  July 2002 to
impose  corporate  governance  standards and associated  disclosures on publicly
reporting companies.  One of those requirements related to adoption of a Code of
Ethics  promoting,  among other  objectives,  "...honest  and  ethical  conduct,
including fair dealing and the ethical  handling of conflicts of interest..." on
executive  level  financial and accounting  people for fiscal years ending after
the July 15, 2003.  The Company  adopted the  following  Code of Ethics July 10,
2003 (and revised January 6, 2005),  voluntarily extending such standards to all
(not just financial and  accounting)  executive  officers of the Company and any
subsidiaries.

                             YTB INTERNATIONAL, INC.
                             -----------------------
                       CODE OF BUSINESS CONDUCT AND ETHICS
                       -----------------------------------

The Board of Directors of YTB  International,  Inc. (with its subsidiaries,  the
"Company") has adopted this code of ethics (this "Code") to:

     o    Promote  honest and ethical  conduct,  including  fair dealing and the
          ethical handling of conflicts of interest;

     o    Promote full, fair, accurate, timely and understandable disclosure;

     o    Promote  compliance with applicable  laws and  governmental  rules and
          regulations;

     o    Ensure the protection of the Company's  legitimate business interests,
          including   corporate    opportunities,    assets   and   confidential
          information; and

     o    Deter wrongdoing.

All directors, officers and employees of the Company are expected to be familiar
with the Code and to adhere to those  principles and procedures set forth in the
Code that apply to them. The Company's more detailed policies and procedures set
forth in Policies and Procedures  Manual are separate  requirements  and are not
part of this Code. Any questions regarding the Code should be addressed with the
Company's "Code of Ethics Contact Person," initially Michael Y. Brent.

                                       16
<PAGE>

From time to time,  the  Company  may waive some  provisions  of this Code.  Any
waiver of the Code for  executive  officers or  directors  of the Company may be
made only by the Board of  Directors,  acting as a committee  of the whole,  and
must be promptly  disclosed as required by SEC.  Any waiver for other  employees
may be made only by Michael Y. Brent, in his capacity as Code of Conduct Contact
person in consultation with the Board and corporate and counsel as appropriate.

Honest and Candid Conduct
-------------------------

Each  director,  officer  and  employee  owes a duty to the  Company to act with
integrity.  Integrity  requires,  among other  things,  being honest and candid.
Deceit and subordination of principle are inconsistent with integrity.

Accordingly, each director, officer and employee of the Company must:

     o    Act with  integrity,  including  being  honest and candid  while still
          maintaining  the  confidentiality  of  information  where  required or
          consistent with the Company's policies.
     o    Observe  both the form and spirit of laws and  governmental  rules and
          regulations, accounting standards and Company policies.
     o    Adhere to a high standard of business ethics.

Conflicts of Interest
---------------------

A "conflict of interest" occurs when an individual's private interest interferes
or appears  to  interfere  with the  interests  of the  Company.  A conflict  of
interest  can arise when a director,  officer or employee  takes  actions or has
interests  that  may  make it  difficult  to  perform  his or her  Company  work
objectively and effectively.  For example, a conflict of interest would arise if
a director,  officer or  employee,  or a member or his or her  family,  receives
improper  personal  benefits as a result of his or her  position in the Company.
Any material  transaction or relationship  that could  reasonably be expected to
give rise to a conflict of interest  should be discussed with the Code of Ethics
Contact Person.

Service  to the  Company  should  never be  subordinated  to  personal  gain and
advantage. Conflicts of interest should, wherever possible, be avoided. Conflict
of  interest  situations  involving  directors,  executive  officers  and  other
employees who occupy supervisory  positions or who have discretionary  authority
in dealing with any third party specified below may include the following:

     o    Any  significant  ownership  interest  in any  supplier,  customer  or
          client;
     o    Any  consulting  or  employment  relationship  with  any  customer  or
          client],  supplier or competitor; o Any outside business activity that
          detracts from an individual's  ability to devote  appropriate time and
          attention to his or her responsibilities with the Company;
     o    The receipt of non-nominal gifts or excessive  entertainment  from any
          company  with which the Company has  current or  prospective  business
          dealings;
     o    Being  in  the  position  of  supervising,  reviewing  or  having  any
          influence  on the job  evaluation,  pay or  benefit  of any  immediate
          family member; and
     o    Selling  anything to the Company or buying  anything from the Company,
          except  on the same  terms and  conditions  as  comparable  directors,
          officers or employees are permitted to so purchase or sell.

Such situations, if material, should always be discussed with the Code of Ethics
Contact  Person.  Approval of any such  material  transaction  or  relationship,
including those listed above, is also required.

Anything that would present a conflict for a director, officer or employee would
likely  also  present  a  conflict  if it is  related  to a member of his or her
family.

                                       17
<PAGE>

Disclosure
----------

Each director, officer or employee involved in the Company's disclosure process,
including the Chief Executive Officer,  the Chief Financial  Officer,  the Chief
Accounting Officer,  the Chairman of the Company and any President and/or CEO of
an operating subsidiary (or any officer serving a similar function) (the "Senior
Officers" for these  purposes),  is required to be familiar with and comply with
the  Company's  disclosure  controls and  procedures  and internal  control over
financial   reporting,   to  the  extent   relevant   to  his  or  her  area  of
responsibility,  so that the Company's  public reports and documents  files with
the Securities and Exchange  Commission  ("SEC") comply in all material respects
with the applicable  federal  securities laws and SEC rules.  In addition,  each
such person having direct or supervisory  authority  regarding these SEC filings
or the Company's other public  communications  concerning its general  business,
results,  financial  condition and prospects should,  to the extent  appropriate
within his or her area of  responsibility,  consult with other Company  officers
and employees and take other  appropriate steps regarding these disclosures with
the goal of making full, fair, accurate, timely and understandable disclosure.

Each director,  officer or employee who is involved in the Company's  disclosure
process, including without limitation the Senior Officers, must:
     o    Familiarize  himself  or  herself  with  the  disclosure  requirements
          applicable  to the  Company  a  well  as the  business  and  financial
          operations of the Company.
     o    Not knowingly  misrepresent,  or cause others to  misrepresent,  facts
          about the Company to others,  whether  within or outside the  Company,
          including  to  the  Company's   independent   auditors,   governmental
          regulators and self-regulatory organizations.
     o    Properly  review  and  critically  analyze  proposed   disclosure  for
          accuracy and completeness (or, where  appropriate,  delegate this task
          to others).

Compliance
----------

It is the  Company's  policy  to  comply  with all  applicable  laws,  rules and
regulations.  It is the personal  responsibility  of each employee,  officer and
director  to adhere to the  standards  and  restrictions  imposed by those laws,
rules and regulations.

It is against Company policy and in many  circumstances  illegal for a director,
officer or  employee  to profit  from  undisclosed  information  relating to the
Company or any other company. Any director, officer or employee may not purchase
or  sell  any of the  Company's  securities  while  in  possession  of  material
nonpublic  information relating to the Company.  Also, any director,  officer or
employee  may not  purchase or sell  securities  of any other  company  while in
possession of any material nonpublic information relating to that company.

Any  director,  officer  or  employee  who is  uncertain  about the legal  rules
involving a purchase  or sale of any Company  securities  or any  securities  in
companies  that he or she is familiar  with by virtue of his or her work for the
Company,  should consult with the Company's securities counsel before making any
such purchase of sale.

                                       18
<PAGE>

Reporting and Accountability
----------------------------

Is responsible for applying this Code to specific  situations in which questions
are  presented  to it and  has  the  authority  to  interpret  this  Code in any
particular situation. Any director, officer or employee who becomes aware of any
existing or  potential  violation of this Code is required to notify the Code of
Ethics Contact Person  promptly.  Failure to do so is itself a violation of this
Code.

Any questions  relating to how this Code should be interpreted or applied should
be  addressed  to the Code of Ethics  Contact  Person.  A  director,  officer or
employee who is unsure of whether a situation  violates this Code should discuss
the  situation  with the Code of  Ethics  Contact  Person  to  prevent  possible
misunderstandings and embarrassment at a later date.

Each director, officer or employee must:

     o    Notify the Code of Ethics Contact  Person  promptly of any existing or
          potential violation of this Code.
     o    Not  retaliate  against any other  director,  officer or employee  for
          reports of potential violations that are made in good faith.

The  Board,  acting  as a  committee  of the  whole,  in  consultation  with the
Company's  corporate counsel,  shall take all action they collectively  consider
appropriate to investigate any reported violations. If a violation has occurred,
the  Company  will  take  such  disciplinary  or  preventive  action as it deems
appropriate,  after  consultation  with the Board,  in the case of a director or
Senior  Officer,  or the Code of Ethics  Contact Person in the case of any other
employee.

Upon being notified that a violation has occurred, the Board of Directors or the
Code of Ethics Contact Person,  as the case may be, will take such  disciplinary
or preventive action as it deems appropriate,  up to and including dismissal or,
in the event of criminal or other  serious  violations of law,  notification  of
appropriate governmental authorities.

All employees are reminded  that,  from time to time, the Company may waive some
provisions  of this  Code.  Any  waiver of the Code for  executive  officers  or
directors of the Company may be made only by the Board of Directors, acting as a
committee of the whole,  and must be promptly  disclosed as required by SEC. Any
waiver for other employees may be made only by Michael Y. Brent, in his capacity
as Code of Conduct Contact person in  consultation  with the Board and corporate
and counsel as appropriate.

Corporate Opportunities
-----------------------

Directors,  officers  and  employees  owe a duty to the  Company to advance  the
Company's  business  interests when the opportunity to do so arises.  Directors,
officers  and  employees  are  prohibited  from taking (or  directing to a third
party) a business  opportunity  that is discovered  through the use of corporate
property,  information or position,  unless the Company has already been offered
the  opportunity and turned it down.  More  generally,  directors,  officers and
employees are prohibited from using corporate property,  information or position
for personal gain and from competing with the Company.

                                       19
<PAGE>

Sometimes the line between  personal and Company  benefits is difficult to draw,
and  sometimes  there are  bother  personal  and  Company  benefits  in  certain
activities.  Directors, officers and employees who intend to make use of Company
property  or  services  in a manner not solely  for the  benefit of the  Company
should consult beforehand with the Code of Ethics Contact Person.

Confidentiality
---------------

In carrying out the Company's business,  directors, officers and employees often
learn confidential or proprietary  information about the Company,  its customers
or  clients,  suppliers,  or joint  venture  parties.  Directors,  officers  and
employees must maintain the  confidentiality  of all information so entrusted to
the, except when disclosure is authorized or legally  mandated.  Confidential or
proprietary  information of the Company,  and of other  companies,  includes any
non-public  information  that would be harmful to the relevant company or useful
or helpful to competitors if disclosed.

Fair Dealing
------------

We have a history of succeeding through honest business  competition.  We do not
seek competitive  advantages  through illegal or unethical  business  practices.
Each  director,  officer and  employee  should  endeavor to deal fairly with the
Company's customers or clients,  service providers,  suppliers,  competitors and
employees.  No  director,  officer or employee  should take unfair  advantage of
anyone  through  manipulation,  concealment,  abuse or  privileged  information,
misrepresentation of material facts, or any unfair dealing practice.

Protection and Proper Use of Company Assets
-------------------------------------------

All directors,  officers and employees  should protect the Company's  assets and
ensure  their  efficient  use.  All  Company  assets  should  be used  only  for
legitimate business purposes.




Item 10.   Executive Compensation
-------   ----------------------

Director, Officer and Contract Manager Compensation

         All employees are paid a salary commensurate with their  responsibility
and position. Certain officers and contract managers are paid a bonus (see chart
below)  based  on our  results  of  operations  and  the  respective  employee's
contribution  there to.  The  following  table sets  forth  certain  information
regarding  compensation for the fiscal year ended December 31, 2004, and the two
prior years,  earned by or paid to our current Chief  Executive  Officer,  other
executive officers and directors (collectively the "Directors and Officers") and
one independent contractor manager.

                                       20
<PAGE>

Directors and Officers     Fiscal Year           Salary        Bonus    Options
----------------------     -----------           ------        -----    -------

Michael Y. Brent                  2004         $236,000          N/A    200,000

                                  2003         $221,000          N/A    200,000

                                  2002         $152,000      $54,000    200,000

Derek J. Brent                    2004         $120,000         $N/A    100,000

                                  2003          $46,000       $5,000    100,000

                                  2002          $43,000       $3,000    100,000

Harold L. Kestenbaum              2004           $9,000          N/A     20,000

                                  2003           $9,000          N/A     20,000

                                  2002          $15,000          N/A     20,000

J. Lloyd Tomer                    2004               $0           $0          0

                                  2003               $0           $0          0

                                  2002               $0           $0          0

J. Kim Sorensen                   2004         $115,108           $0          0

                                  2003          $90,430           $0          0

                                  2002          $56,328           $0          0

J. Scott Tomer                    2004         $116,793           $0          0

                                  2003          $80,631           $0          0

                                  2002          $45,800           $0          0

Contract Managers

Ori Klein                         2004          $36,000            0          0

                                  2003          $36,000            0          0

                                  2002          $36,000            0          0




                                       21
<PAGE>

Employment Agreements

         We have  entered  into a long-term  employment  agreement  with each of
Mr. Michael Brent, Mr. J. Kim Sorensen,  Mr. J. Scott Tomer and Mr. Derek Brent.
All employment  agreements  expire December 31, 2009 and subject each officer to
confidentiality  provisions,  as well as non-raid and non-compete provisions for
an additional 2 years following termination of employment.

         Mr. Michael Brent receives a base annual salary of $240,000, increasing
annually in $12,000 increments.  Mr. Brent receives an override on the RTA sales
and  monthly   fees   generated   by   "representative   position   #1"  of  the
YourTravelBiz.com  sales organization equal to 16.69% of the monthly commissions
and overrides earned by said position #1, paid monthly.  Additionally, Mr. Brent
receives a cash bonus based on the net pre-tax income of the Company equal to 2%
if net pre-tax income is between  $500,000 and $1,500,000,  2.25% if net pre-tax
income is between $1,500,000 and $3,000,000 and 2.5% if net pre-tax income is at
least  $3,000,000.  Mr. Brent  receives a car  allowance  and health and medical
insurance  provided by the  Company.  The Company has also taken out a term life
insurance  policy on the life of Mr. Brent in an amount equal to three times his
annual base salary, payable to beneficiaries designated by him.

         Each of Messrs.  Sorensen  and Tomer  receives a base annual  salary of
$120,000,  increasing  annually  in  $12,000  increments.  They each  receive an
override on RTA sales and monthly fees generated by "representative  position 2"
of the  yourtravelbiz.com  sales  organization  equal  to  50%  of  the  monthly
commissions  and  overrides  earned  by such  representative  position  2,  paid
monthly.  Although Messrs.  Sorensen and Tomer were not employed by the Company,
for the entire fiscal year 2004, the amount of such  override,  which would have
been received last year, was approximately  $0.00 and is reasonably  expected to
be $60,000  for fiscal year 2005.  Additionally,  each of Messrs.  Sorensen  and
Tomer receives a cash bonus based on the net pre-tax income of the Company equal
to 2% if net pre-tax  income is between  $500,000 and  $1,500,000,  2.25% if net
pre-tax  income is between  $1,500,000  and  $3,000,000  and 2.5% if net pre-tax
income is at least $3,000,000.  They each receive a car allowance and health and
medical insurance provided by the Company. The Company has also taken out a term
life  insurance  policy on the lives of Messrs.  Sorensen and Tomer in an amount
equal  to  three  times  their  respective   annual  base  salary,   payable  to
beneficiaries designated by each.

         Our counsel has advised us that we have a fiduciary  responsibility for
the safekeeping and use of all company assets. Management is accountable to each
shareholder  and required to exercise good faith and  integrity  with respect to
our affairs. (For example, management cannot commingle our property of any other
person, including that of any current or future member of management.)

         The  SEC  has  stated   that,   to  the  extent  any   exculpatory   or
indemnification provision includes indemnification for liabilities arising under
the   Securities   Act  of  1933,it  is  the   opinion  of  the  SEC  that  this
indemnification  is contrary to public  policy  and,  therefore,  unenforceable.
Shareholders  who believe that our management  may have violated  applicable law
regarding  fiduciary  duties  should  consult with their own counsel as to their
evaluation of the status of the law at that time.

         According to federal and state statutes, including the New York General
Corporation  Law,  shareholders  in a corporation  have the right to bring class
action suits in federal court to enforce  their rights under federal  securities
laws.  Shareholders who have management where the losses result from a violation
of SEC  rules.  It should  be  noted,  however,  that it would be  difficult  to
establish a basis for liability that we have not met these SEC  standards.  This
is due to the broad discretion given the directors and officers of a corporation
to act in our best interest.

                                       22
<PAGE>

Option/SAR Grants in Last Fiscal Year

         The  following  table sets forth  certain  information  with respect to
stock options  granted to the officers named in the Summary  Compensation  Table
during the fiscal year ended December 31, 2004.

                                Individual Grants

            ---------------------------------------------------------
                         Number of       % of Total
                          Securities     Options Granted   Exercise
                         Underlying       Employees in     Price      Expiration
Name                  Options Granted (1)  Fiscal Year     per Share  Date
-------               --------------       --------------  ---------  ----------
Michael Y. Brent         200,000                40%        $1.00      2006
Stephanie Abrams         100,000                20%        $1.00      2006
Derek J. Brent           100,000                20%        $1.00      2006

(1)  These options are exercisable for seven years.

Aggregated Option/SAR Exercises and Fiscal Year-End Options/SAR Value Table

         The  following  information  concerns the exercise of each stock option
and/or  free  standing  SAR  during  the last  fiscal  year by each of the named
executive  officers  and the  aggregate  fiscal  year-end  value of  unexercised
options and SARs.
<TABLE>
<CAPTION>
<S>                 <C>      <C>     <C>                      <C>

                                  Number of
                             Securities Underlying              Value of Unexercised
                               Unexercised Options               In-The-Money Options
                      at Fiscal Year End                          at Fiscal Year End
Name               Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
----               -------- -------- ------------------------- -------------------------

Michael Brent          -        -            - / 200,000            $ - / -
Stephanie Abrams       -        -            - / 100,000            $ - / -
Derek J. Brent         -        -            - / 100,000           $ - / -
</TABLE>

Indemnification Agreements

         We have  entered  into  separate  indemnification  agreements  with our
officers and directors and we have agreed to provide indemnification with regard
to specified legal  proceedings so long as the  indemnified  officer or director
has acted in good faith and in a manner he or she reasonably  believed to be in,
or not  opposed  to,  our best  interests  and,  with  respect  to any  criminal
proceedings, had no reasonable cause to believe his or her conduct was unlawful.
We only provide indemnification for expenses,  judgments, fines and amounts paid
in settlement  actually incurred by the relevant officer or Director,  or on his
or her  behalf,  arising  out of  proceedings  brought  against  the  officer or
Director by reason of his or her corporate status.

Item 11.  Security Ownership of Certain Beneficial Owners and Management
--------     --------------------------------------------------------------

         The following  table sets forth  information  known to the Company with
respect to the beneficial ownership of each class of the Company's capital stock
as of the date hereof for (1) each person  known by the Company to  beneficially
own more than 5% of each  class of the  Company's  voting  securities,  (2) each
executive  officer,  (3)  each  of the  Company's  directors  and (4) all of the
Company's  executive  officers and  directors  as a group.  The number of shares
beneficially  owned is determined  under rules  promulgated  by the SEC, and the
information is not necessarily  indicative of beneficial ownership for any other
purpose. Under those rules, beneficial ownership includes any shares as to which
the individual has sole or shared voting or investment power and also any shares
which the individual has the right to acquire within 60 days of the date hereof,

                                       23
<PAGE>

through the exercise or conversion of any stock  option,  convertible  security,
warrant or other right.  Including those shares in the tables does not, however,
constitute  an  admission  that the named  shareholder  is a direct or  indirect
beneficial  owner of those  shares.  The table also presents the number of votes
each person is entitled to cast on any matter submitted to a vote of the holders
of Common Stock. Unless otherwise indicated,  each person or entity named in the
table has sole voting power and investment power (or shares that power with that
person's  spouse) with respect to all shares of capital stock listed as owned by
that person or entity.  Unless otherwise  indicated,  the address of each of the
following persons is 560 Sylvan Avenue, Englewood, NJ 07632.


<TABLE>
<CAPTION>
<S>                        <C>           <C>            <C>                       <C>         <C>
                                                            Series B
                              Common Stock(1)                    Stock(1)(2)      Voting Power
Name                       Number         Pct.       Number              Pct      Number     Pct.
Michael Y. Brent           5,103,032     10.21%         0                 --      5,103,032   10.21%
Derek Brent                1,120,234      2.24%         0                 --      1,120,234    2.24%
Harold Kestenbaum             20,454      0.04%         0                 --        20,454     0.04%
J. Lloyd Tomer             4,127,259      8.25%    2,174,279           53.13%     6,301,538   12.60%
J. Scott Tomer             1,528,125      3.05%      767,321           18.75%     2,295,446    4.59%
J. Kim Sorensen            1,551,924      3.10%      767,321           18.75%     2,319,245    4.64%
All directors and
officers as a group       13,451,028     26.89%    3,708,921           90.63%    17,159,949   34.32%
-------
(1) The  address of each of the  individuals  and  entities in this table is 560
Sylvan  Avenue,  Englewood  Cliffs,  New Jersey 07632.  (2) This  compilation is
prepared as of December 31, 2004.  Such Series B Preferred  Stock was  converted
into the underlying Common Stock on January 9, 2005.
</TABLE>



                                     PART IV

Item 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------   ----------------------------------------------

         At the  current  time,  we have no  provision  to issue any  additional
securities  to  management,   promoters  or  their   respective   affiliates  or
associates.  While the Board of  Directors  recently  adopted an employee  stock
option or pension  plan,  any  issuance  would be in  accordance  with the terms
thereof and proper approval.  Although we have a very large amount of authorized
but  unissued  common  stock  which may be issued  without  further  shareholder
approval  or notice,  we intend to  reserve  such  stock for  certain  offerings
contemplated  for  continued  expansion,   acquisitions  and  properly  approved
employee compensation at such time as such plan is adopted.

         Because of certain  statutory and case law relating to broad discretion
granted management of company, typically directors and officers of a corporation
are  indemnified  by and have limited  monetary  liability to its  shareholders.
Failure of management to satisfy its fiduciary  responsibility  to  shareholders
could subject  management to certain claims. The following inherent or potential
conflicts of interest  should be  considered  by  prospective  investors  before
subscribing for shares.


         While we may enter into  transactions with affiliates in the future, we
intend to continue to enter into such  transactions  only at prices and on terms
no less favorable to us than transactions  with independent  third parties.  See
for  example,   the  descriptions  in  "Summary   Executive   Compensation"  and
"Employment  Agreement with Our Chief  Executive  Officer." In that context,  we
will  require any  director or officer who has a pecuniary  interest in a matter
being considered to recuse themselves from any  negotiations.  In any event, any
debt   instruments  in  the  future  are  expected   generally  to  prohibit  us
from extending loans to Company principals.




                                       24
<PAGE>

Item 13.    Exhibits, Financial Statement Schedules and Reports on Form 8-K
--------    ---------------------------------------------------------------

     (a)    Financial Statements


     The  financial  statements  listed in the  accompanying  index to financial
statements and schedule on Page F-1 are filed as part of this Report.


     (b) Exhibits

Exhibit
  No.                         Exhibits
-------                       --------


     10.1  Genesis Web Hosting Agreement
     10.2  YTBL Franchise Agreement
     10.3  YTBL Area Franchise  Agreement  (otherwise known as the Master
           Franchise Agreement)
     10.4  Taurus TeleSys Inc. Software License Agreement
     10.5  MyCity.com, Inc..-411 Web Directory, Inc. Licensing Agreement"



     31.1* Chief Executive Officer  Certification  pursuant to Rule 13a-14(a) or
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.

     31.2* Chief Financial Officer  Certification  pursuant to Rule 13a-14(a) or
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.

     32.1* Chief Executive Officer  Certification  pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     32.2* Chief Financial Officer  Certification  pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   -----------------------
   * Filed herewith.

     (c) Reports on Form 8-K
         None




                                       25
<PAGE>


                                   SIGNATURES




         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange  Act of 1934,  YTB  International,  Inc.  (successor  to  REZconnect(R)
Technologies,  Inc.) has duly  caused  this Report to be signed on its behalf by
the undersigned thereunto duly authorized on the 25th day of August , 2005.




                                 YTB International, Inc.
                                 (successor to REZconnect(R) Technologies, Inc.)

                                 /s/ Michael Y. Brent
                                 ------------------------------------
                                 Michael Y. Brent, Director and
                                 Chief Executive Officer






         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  Report has been  signed  below by the  following  persons on behalf of YTB
International,  Inc.  (successor  to  REZconnect(R)  Technologies,  Inc.) in the
capacities indicated on the 25th day of August , 2005.

/s/ Michael Y. Brent         Director and                         August 25,2005

                             Chief Executive Officer
------------------------
Michael Y. Brent




/s/ J. Lloyd Tomer           Chairman of the                      August 25,2005

                             Board of Directors
------------------------
J. Lloyd Tomer





/s/ J. Scott Tomer           Director and President               August 25,2005


------------------------
J. Scott Tomer




/s/ J. Kim Sorensen          Director and Vice President          August 25,2005


------------------------
J. Kim Sorensen




/s/ Derek Brent              Director, Secretary and              August 25,2005
                             Chief Financial and Accounting Officer

------------------------
Derek Brent




/s/ Harold Kestenbaum        Director                             August 25,2005


------------------------
Harold Kestenbaum





                                       26



<PAGE>










                          REZCONNECT TECHNOLOGIES, INC.

                              FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003










<PAGE>


                         REZCONNECT TECHNOLOGIES, INC.

                               TABLE OF CONTENTS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003

<TABLE>
<S>                                                                                                        <C>

                                                                                                           Page(s)
                                                                                                           -------
Independent Auditors' Report                                                                                 F1

Financial Statements (Audited)

       Balance Sheets                                                                                        F2

       Statements of Operations                                                                              F3

       Statements of Changes in Stockholders' Equity                                                         F4

       Statements of Cash Flows                                                                              F5

Notes to Financial Statements                                                                            F6 - F22

Supplementary Schedules of General and Administrative Expenses                                              F23

Pro Forma Financial Information (Unaudited)

       Introduction to Pro Forma Consolidated Financial Statements                                          F24

       Pro Forma Consolidated Statement of Operations - 2004                                                F25

       Pro Forma Consolidated Statement of Operations - 2003                                                F26

       Notes to Pro Forma Consolidated Financial Statements                                             F27 - F30
</TABLE>


<PAGE>



                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders of
 Rezconnect Technologies, Inc.
Englewood Cliffs, New Jersey


We have audited the accompanying balance sheets of Rezconnect Technologies, Inc.
as of December  31, 2004 and 2003,  and the related  statements  of  operations,
changes in stockholders'  equity, and cash flows for the years then ended. 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 audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  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  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Rezconnect  Technologies,  Inc.
as of December 31, 2004 and 2003, and the results of its operations and its cash
flows  for the  years  then  ended  in  conformity  with  accounting  principles
generally accepted in the United States of America.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary  information on page 22
is presented for purposes of  additional  analysis and is not a required part of
the basic  financial  statements.  Such  information  has been  subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion,  is fairly  stated in all  material  respects in relation to the
basic financial statements taken as a whole.


Dischino & Associates, P.C.
Certified Public Accountants
 and Business Consultants

Fairfield, New Jersey




August 25, 2005






                                      (F1)
<PAGE>


<TABLE>
<CAPTION>
<S>                                                                       <C>             <C>



                         REZCONNECT TECHNOLOGIES, INC.
                                 BALANCE SHEETS
                           DECEMBER 31, 2004 AND 2003
                                   (NOTE 12)

                                     ASSETS

                                                                                  2004            2003
                                                                          ------------    ------------

CURRENT ASSETS
      Cash ............................................................   $     25,449    $     62,718
      Available-for-sale securities ...................................        528,311         732,135
      Current portion of notes receivable .............................         24,240         112,490
      Accounts receivable (less allowance for doubtful
          accounts of $65,009 in 2004 and $4,061 in 2003) .............        383,033         255,244
      Current portion of prepaid commissions ..........................      1,716,958            --
      Loans receivable ................................................        122,195            --
      Other current assets ............................................         15,312            --
                                                                          ------------    ------------
TOTAL CURRENT ASSETS ..................................................      2,815,498       1,162,587

PROPERTY AND EQUIPMENT (NET) ..........................................         73,121            --

INTANGIBLE ASSETS (NET) ...............................................      6,458,333            --

GOODWILL ..............................................................      9,436,118            --

OTHER ASSETS
      Capitalized software costs (less accumulated amortization
         of $105,222 in 2004 and $54,557 in 2003) .....................         79,514          72,469
      Notes receivable, less current portion ..........................        137,360         637,444
      Prepaid commissions, less current portion .......................      1,845,936            --
      Security deposits and other assets ..............................         10,460          13,133
                                                                          ------------    ------------
TOTAL OTHER ASSETS ....................................................      2,073,270         723,046
                                                                          ------------    ------------

TOTAL ASSETS ..........................................................   $ 20,856,340    $  1,885,633
                                                                          ============    ============


              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
      Current maturities of long-term debt ............................   $     19,532    $     20,368
      Short-term notes payable ........................................        202,342            --
      Accounts payable and accrued expenses ...........................        743,743         105,776
      Current portion of deferred revenue .............................      1,737,984         112,490
                                                                          ------------    ------------
TOTAL CURRENT LIABILITIES .............................................      2,703,601         238,634

OTHER LIABILITIES
      Long-term debt, less current maturities .........................        283,221         300,802
      Deferred revenue, less current portion ..........................      1,956,324         632,862
      Security deposits ...............................................         20,920          26,266
                                                                          ------------    ------------
TOTAL OTHER LIABILITIES ...............................................      2,260,465         959,930
                                                                          ------------    ------------

TOTAL LIABILITIES .....................................................      4,964,066       1,198,564

STOCKHOLDERS' EQUITY
      Preferred stock- Series B convertible, par value $.001; 5,000,000
          shares authorized, 4,092,376 shares issued and outstanding ..          4,092            --
      Common stock, par value $.001; 20,000,000 shares authorized,
          18,976,125 and 10,879,983 shares issued and outstanding .....         18,976          10,880
      Additional paid-in capital in excess of par .....................     22,055,712       6,574,385
      Accumulated deficit .............................................     (6,186,506)     (5,898,196)
                                                                          ------------    ------------
TOTAL STOCKHOLDERS' EQUITY ............................................     15,892,274         687,069
                                                                          ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ............................   $ 20,856,340    $  1,885,633
                                                                          ============    ============
</TABLE>


       See independent auditors' report and notes to financial statements




                                      (F2)
<PAGE>


                         REZCONNECT TECHNOLOGIES, INC.
                            STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                                   (NOTE 12)




                                                           2004            2003
                                                   ------------    ------------

REVENUE
      Franchise fees ...........................   $     97,506    $    115,280
      Franchise service and other fees .........        716,801         569,545
      Travel products and services .............      2,056,617       1,346,930
      Online travel income .....................        507,508         282,471
      Advertising and other ....................          2,571          85,862
      New RTA sales ............................         84,656            --
      Monthly maintenance fees .................        248,092            --
      Printing and administrative service fees .         54,569            --
                                                   ------------    ------------
GROSS REVENUE ..................................      3,768,320       2,400,088

LESS: RETURNS AND ALLOWANCES ...................         29,810            --
                                                   ------------    ------------

NET REVENUE ....................................      3,738,510       2,400,088

OPERATING EXPENSES
      Commissions ..............................      1,521,145         906,235
      Cost of travel services and products .....        930,519         526,141
      Depreciation and amortization ............         86,169         376,486
      Franchise services and products ..........        153,035            --
      Marketing and selling ....................        103,418          31,535
      General and administrative ...............      1,237,906         884,076
      Impairment of capitalized software costs .           --           783,207
                                                   ------------    ------------
TOTAL OPERATING EXPENSES .......................      4,032,192       3,507,680
                                                   ------------    ------------

LOSS FROM OPERATIONS ...........................       (293,682)     (1,107,592)

OTHER INCOME (EXPENSES)
      Loss from sales of short-term investments          (8,458)        (14,113)
      Interest and dividend income .............         38,096          18,225
      Interest expense .........................        (22,596)         (1,885)
                                                   ------------    ------------
TOTAL OTHER INCOME .............................          7,042           2,227
                                                   ------------    ------------

LOSS BEFORE INCOME TAXES .......................       (286,640)     (1,105,365)

INCOME TAXES ...................................          1,670           2,118
                                                   ------------    ------------

NET LOSS .......................................   $   (288,310)   $ (1,107,483)
                                                   ============    ============

NET LOSS APPLICABLE TO COMMON STOCKHOLDERS .....   $   (288,310)   $ (1,107,483)
                                                   ============    ============

LOSS PER SHARE:
      WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING     11,867,842       9,912,983
                                                   ============    ============

      BASIC AND DILUTED LOSS PER SHARE .........   $      (0.02)   $      (0.11)
                                                   ============    ============


       See independent auditors' report and notes to financial statements




                                      (F3)
<PAGE>


<TABLE>
<CAPTION>

                         REZCONNECT TECHNOLOGIES, INC.
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                                   (NOTE 12)



<S>                             <C>             <C>     <C>          <C>            <C>             <C>            <C>

                                  Series B Convertible                                  Additional                       Total
                                     Preferred Stock            Common Stock              Paid-In      Accumulated    Stockholders'
                                -----------------------   --------------------------
                                   Shares       Amount      Shares          Amount        Capital        Deficit         Equity
                                -----------    --------   ------------   -----------  ------------    ------------     -----------

BALANCE AT JANUARY 1, 2003                - $         -  9,362,983    $      9,362   $   6,198,963   $ (4,655,773)  $     1,552,552

COMMON SHARES ISSUED
   FOR SERVICES                           -           -  1,100,000           1,100          40,900                -         242,000

NET LOSS                                  -           -          -               -               -     (1,107,483)       (1,107,483)
                                -----------   --------- ------------    -----------    ------------    ------------   --------------

BALANCE AT DECEMBER 31, 2003
   (AS ORIGINALLY REPORTED)               -           - 10,462,983          10,462       6,439,863     (5,763,256)          687,069

PRIOR PERIOD ADJUSTMENT                   -           -    417,000              418        134,522       (134,940)                -
                                -----------   --------- ------------    -----------    ------------    ------------   --------------

BALANCE AT DECEMBER 31, 2003
   (AS RESTATED)                          -           - 10,879,983          10,880       6,574,385     (5,898,196)          687,069

COMMON SHARES ISSUED
   FOR SERVICES                          -            -     166,142            166         121,504               -          121,670

ISSUANCE OF COMMON SHARES
   TO OFFICERS                           -            -     500,000            500         113,900               -          114,400

SHARES EXCHANGED IN MERGER
  WITH YOURTRAVELBIZ.COM, INC.   4,092,376        4,092   7,430,000          7,430      15,245,923               -       15,257,445

NET LOSS                                 -            -           -              -               -        (288,310)        (288,310)
                                -----------   --------- ------------    -----------    ------------    ------------   --------------

BALANCE AT DECEMBER 31, 2004     4,092,376  $     4,092  18,976,125   $     18,976   $  22,055,712   $  (6,186,506) $    15,892,274
                                ===========   ========= ============    ===========    ============    ============   ==============
</TABLE>

       See independent auditors' report and notes to financial statements



                                      (F4)




<PAGE>

<TABLE>
<CAPTION>



                         REZCONNECT TECHNOLOGIES, INC.
                            STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                                   (NOTE 12)

<S>                                                                <C>            <C>


                                                                          2004           2003
                                                                   -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss ...................................................   $  (288,310)   $(1,107,483)
    Adjustments to reconcile net loss to net cash
       provided (used) by operating activities:
          Depreciation and amortization ........................        86,169        376,486
          Impairment of capitalized software costs .............          --          783,207
          Common shares issued for services ....................          --          242,000
          Provision for losses on accounts receivable ..........        60,948           --
          Loss from sales of short-term investments ............         8,458           --
          Changes in assets and liabilities:
              (Increase) decrease in accounts receivable .......      (188,737)        15,562
              Increase in other current assets .................       (15,312)          --
              Increase in security deposits and other assets ...        (2,673)        (8,181)
              Increase in accounts payable and accrued expenses         87,414         24,163
              Increase (decrease) in revenue received in advance      (613,938)       228,430
                                                                   -----------    -----------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES ...............      (865,981)       554,184

CASH FLOWS FROM INVESTING ACTIVITIES
          Purchases of computer software .......................       (35,947)      (297,827)
          Principal payments received on notes and loans .......       316,139           --
          Proceeds from sales of short-term investments ........       554,804           --
          Investments in marketable securities .................      (359,438)       (20,615)
          Loans to franchisees .................................          --         (233,012)
                                                                   -----------    -----------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES ...............       475,558       (551,454)

CASH FLOWS FROM FINANCING ACTIVITIES
          Proceeds from issuance of long-term debt .............       117,084           --
          Proceeds from issuance of common stock ...............           666           --
          Contributions to capital .............................       235,404           --
          Principal payments on debt ...........................          --           (3,330)
                                                                   -----------    -----------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES ...............       353,154         (3,330)
                                                                   -----------    -----------

NET DECREASE IN CASH ...........................................       (37,269)          (600)

CASH, BEGINNING OF YEAR ........................................        62,718         63,318
                                                                   -----------    -----------

CASH, END OF YEAR ..............................................   $    25,449    $    62,718
                                                                   ===========    ===========



Supplemental disclosure of cash flow information:
Interest paid during the year ..................................   $    22,596    $      --

Supplemental schedule of noncash investing and financing activities:
The  Company  acquired  all of the common  stock of  YourTravelBiz.com,  Inc. in
exchange  for  capital  stock  valued  at  $15,257,445.  The  fair  value of the
identifiable  assets  acquired  totaled  $15,062,169 and liabilities of $760,891
were assumed.
</TABLE>





       See independent auditors' report and notes to financial statements



                                      (F5)






<PAGE>


                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


NOTE 1 - NATURE OF OPERATIONS


Rezconnect  Technologies,  Inc. (the "Company") was incorporated in the State of
New York on December 4, 1981 under the  original  name of  Playorena,  Inc.  The
Company is a franchisor of  traditional  "brick and mortar"  travel  agencies as
well  as  internet-based   travel-related   services  and  technology   offering
proprietary  reservation systems for the travel and entertainment  industry. The
Company is also a full-service provider of discount travel products and services
to the leisure and small business  traveler.  The Company operates under various
trade  names,  including  "Your  Travel Biz",  "YTBnet.com",  "Travel  Network",
"Global  Travel  Network"  and "Travel  Network  Vacation  Central",  as well as
internet websites  "Bookmytravel.com",  "REZconnect.com" and "RezCity.com".  The
Company  maintains  its  corporate  headquarters  in the State of New Jersey and
currently  provides services to customers located  throughout the United States,
with the expectation of doing business worldwide in 2005.

On December 8, 2004, the Company acquired 100% of the outstanding  common shares
from the stockholders of  YourTravelBiz.com,  Inc. ("YTB"),  following requisite
approval by the Boards of Directors and stockholders,  in a business combination
structured as a statutory merger under New York State law and the reorganization
provisions of the Internal Revenue Code. This  acquisition,  recorded at a total
value of $15,257,445, was effected through an exchange of equity interests, with
the Company exchanging 7,430,000 shares of its common stock and 4,092,376 shares
of its Series B convertible  preferred stock for all of the  outstanding  common
stock of YTB (see Note 11).  Each share of such Series B  convertible  preferred
stock was converted  into one share of common stock on January 9, 2005 following
the re-incorporation of the Company and corresponding  increase in its number of
authorized shares, as described below.


On January 4, 2005,  subsequent  to the New York merger  between the Company and
YTB, the assets of this  combined  entity were  assigned  respectively  to three
newly-organized     privately-held    Delaware    corporations,     respectively
YourTravelBiz.com,  Inc., Rezconnect Technologies,  Inc. and YTB Travel Network,
Inc., with each new entity becoming a wholly-owned  subsidiary of the Company on
that date.


Further, on January 4, 2005 the Company re-incorporated in the State of Delaware
by means of a "downstream merger" between the Company and a Delaware corporation
named  YTB  International,  Inc.  The  Company  then  changed  its  name  to YTB
International,  Inc. and increased the number of its authorized common shares to
50,000,000, while maintaining the same 5,000,000 authorized preferred shares. As
a  consequence  of this Delaware  merger and  associated  re-incorporation,  YTB
International,  Inc.  became the  successor to the Company and to the  Company's
three subsidiaries, YourTravelBiz.com, Inc. (Delaware), Rezconnect Technologies,
Inc. (Delaware),  and YTB Travel Network, Inc. (Delaware),  with each subsidiary
becoming a  wholly-owned  subsidiary  of YTB  International,  Inc. on January 4,
2005.





                        See independent auditors' report


                                      (F6)
<PAGE>



                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE 1 - NATURE OF OPERATIONS (CONTINUED)


Each of the three aforementioned operating subsidiaries was formed to divide the
Company's  operations into three basic divisions.  The  YourTravelBiz.com,  Inc.
subsidiary markets online travel agencies on behalf of YTB Travel Network,  Inc.
by use of sales  representatives.  Such  allows the  representatives  to build a
linked-by-sponsorship  network of representatives.  The Rezconnect Technologies,
Inc.   subsidiary  owns,   maintains  and  develops  online  and  other  booking
technologies for suppliers within the travel industry.  It also franchises brick
and mortar travel agencies.  The YTB Travel Network, Inc. subsidiary is a travel
agency which books travel  transactions,  collects  payments and licensing fees,
and pays sales commissions.


All of the Company's franchised operations are independently owned and operated.
All sales of travel  products by the Company  are made  through its  independent
agencies  and  franchisees,  or through its  interactive  websites.  Operational
expenses  consist of  franchise  system sales and support  personnel,  executive
management and minimal administrative personnel.


The Company is also  engaged in the  business  of  wholesale  travel,  providing
products and services to its franchisees  which are obtained from tour operators
and cruise lines,  and operates as a retail  travel  agency  through its booking
subsidiary (Rezconnect), as described in greater detail above.

The Company had signed an exclusive  20-year  management  agreement  with YTB in
2002 to provide travel website  hosting to YTB. Upon its acquisition of YTB, the
contract language was modified to eliminate the 20-year  exclusivity  clause. No
other contract terms or clauses  changed as a result of the merger.  Fees remain
billable  as per  the  original  terms  of the  agreement  and are  recorded  as
intercompany transactions.


In recent years, the Company began shifting its operations away from franchising
in order to concentrate on developing its internet travel agency  business.  The
Company's  investments  in software  and  technology  are  directed  towards the
enhancement of its online travel agency.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation
---------------------
The  financial  statements  include the income and expense  account  activity of
YourTravelBiz.com,  Inc.  from the date of  acquisition  (December  8,  2004) to
December 31, 2004 (see Notes 1 and 12).

Basis of accounting
-------------------

The financial  statements have been prepared in accordance  with U.S.  generally
accepted accounting principles, using the accrual method. Accordingly,  revenues
are recorded in the period in which they are earned and expenses are recorded in
the period in which they are incurred.

Cash and cash equivalents
-------------------------
Cash and cash equivalents  include all  highly-liquid  investments with original
maturities of three months or less when purchased.


                        See independent auditors' report

                                      (F7)
<PAGE>



                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of estimates
----------------

The  preparation  of financial  statements  in  conformity  with U.S.  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the  reported  amounts of assets and  liabilities,  and
disclosures  of contingent  assets and  liabilities at the date of the financial
statements,  and the  reported  amounts  of  revenues  and  expenses  during the
reporting period. Actual results could differ from those estimates.  Significant
estimates include those related to the  recoverability  of capitalized  software
costs and receivables generated from advertising sales.


Revenue recognition
-------------------

Franchise fees
--------------
Payment of an initial  franchise  fee is due upon the  execution  of a franchise
agreement with the  franchisee.  Such franchise fee is assessed for the right of
the  franchisee  to conduct  business  by the use of  resources  provided by the
Company.  Payment may be in the form of cash,  notes or a  combination  thereof.
Revenue is  deferred  until all  material  conditions  prior to the opening of a
franchised   business  have  been  satisfied  and  all  substantial   doubts  of
collectibility  have been  eliminated,  which is  generally  upon the receipt of
payment.  Such  conditions  include  the  selection  of a site  location  by the
franchisee and the subsequent execution of a corresponding lease agreement.  The
associated rights of customers and the Company's  obligations over the period of
the  relationship  are  described in detail in the master  franchise  agreement.
Additionally,  fees  paid  are  non-refundable  once a site  location  has  been
selected.


In addition,  referring travel agents ("RTAs") purchase  business  opportunities
from YTB Travel Network,  Inc. Each new RTA pays an initial up-front fee, plus a
monthly fee thereafter,  so long as the RTA remains in the system. The aggregate
business  license  and  opportunity  fee  revenues  generated  from  RTAs,  both
initially and ongoing,  far exceed the revenues  generated  from the  Rezconnect
brick and mortar  franchises.  For more detail,  see the  description of same in
Note 1.



Travel products and services
----------------------------
Commissions earned from the sales of travel products and services are recognized
when  earned.  Revenues  earned  from all  other  sales of  travel  and  related
products,  where the Company is the agent of record, are recorded
when earned at their aggregate retail value. Cancellations have not historically
been material.


Advertising and other
---------------------

Advertising revenue, franchise service fees and other revenues are recognized as
they  become  due  and   payable.   "Other"   revenue   consists   primarily  of
travel-related income from the operation of the Company's retail travel service,
in addition to certain earned commissions.


Online travel income
Online travel income is recognized when earned.  Income is recorded on a monthly
basis based on the number of websites hosted.

                        See independent auditors' report

                                      (F8)
<PAGE>


                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue recognition (continued)
-------------------------------

Referring Travel Agent (RTA) sales and fees
YourTravelBiz.com, Inc., the entity acquired by the Company on December 8, 2004,
generates revenue from the selling of online travel agencies, and from providing
maintenance  and  training  services to the new  business  owners of such online
travel  agencies.  These online  revenues are  generated  from new RTA sales and
existing RTA maintenance  fees. An initial  up-front  sign-up fee,  comprised of
four separate  components,  is required of each new RTA. However, not one of the
fee components (namely,  for the preparation and delivery of training materials;
the  establishment  of a website;  the setup in the online  system that  permits
immediate  tracking  of RTA  revenue;  and also  residual  RTA  benefits)  has a
standalone value or represents the culmination of a separate  earnings  process.
As such, and in accordance with Staff  Accounting  Bulletin No. 104 (SAB 104) of
the U.S.  Securities  and Exchange  Commission,  and with Issue No. 00-21 of the
Emerging Issues Task Force, a committee  established by the Financial Accounting
Standards  Board (FASB),  the recognition of all up-front fees received from new
RTA sales is  deferred.  Such  fees are  recognized  as income  over a period of
thirty-six  months,  which is the average  historical  RTA  turnover  rate.  The
current and noncurrent  deferred portions of such fees received are reflected as
liabilities in the accompanying balance sheets. A 3-day  right-of-return  period
is extended  to each new RTA;  after such time no refund is  available.  Monthly
hosting and service  fees are  recognized  in the month after the  services  are
provided;  site fees are  recognized as revenue in the month that the service is
provided;  license fees are  recognized 30 days  following the expiration of the
license period.  The associated  rights of customers and obligations of YTB over
the period of the  relationship  are described in detail in the master franchise
agreement.

Commission income
-----------------

Commissions and incentives  earned from travel sales are recognized upon receipt
and are  recorded on a net basis.  Commissions  earned where the Company acts in
the capacity of a wholesaler  are  recorded at their gross  amount.  The cost of
such revenue is recorded separately as an operating expense.


Expense recognition of commission costs
---------------------------------------
YTB incurs  commission costs that are directly related to the origination of new
RTA sales;  sales which  result in the  deferral of  revenue.  Such  incremental
direct  commission  costs are  capitalized  in  accordance  with FASB  Technical
Bulletin No. 90-1 (FTB 90-1).  In  addition,  the Company has elected to account
for such commission  costs in accordance with SAB 104 and FTB 90-1, by deferring
and  charging  such  costs to  expense  in  proportion  to the  related  revenue
recognized, over the same deferral period of thirty-six months.


Concentration of credit risk
----------------------------

The  Company is subject to credit  risk  through  its cash,  trade  receivables,
short-term  investments  and notes  receivable.  The Company  maintains its cash
deposits in accounts  insured up to  $100,000 by the Federal  Deposit  Insurance
Corporation.  Credit risk with respect to trade  receivables is minimized due to
the nature of its customer base and  geographic  dispersion  of such  customers.
Short-term investments are placed in a highly-rated mutual bond fund to minimize
credit  risk.  As of  December  31,  2004  and  2003,  the  Company's  uninsured
investment value totaled $428,311 and $632,135, respectively.

                        See independent auditors' report


                                      (F9)
<PAGE>


                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property, equipment and depreciation
------------------------------------

Property and equipment is stated at cost and is  depreciated  over the estimated
useful  lives  of  the  related  assets.  Depreciation  is  computed  by  use of
straight-line  and  accelerated  methods  for  both  reporting  and  income  tax
purposes.  Expenditures  for  maintenance  and repairs are expensed as incurred,
while  renewals  and  improvements  that  extend the useful life of an asset are
capitalized.


Investments in marketable securities
------------------------------------

The  Company  has  adopted  FASB  Statement  No.  115,  "Accounting  for Certain
Investments in Debt and Equity  Securities," which requires certain  investments
to be classified into the following three categories: held-to-maturity (recorded
at amortized  cost),  available-for-sale  (recorded at fair market  value),  and
trading (recorded at fair market value).  The Company  classifies its marketable
equity  securities  as  "available-for-sale"  securities  in the  current  asset
section of its balance sheet.  Realized  gains and losses,  determined by use of
the first-in,  first-out  (FIFO)  method,  are included in earnings;  unrealized
holding  gains and losses are reported as a component of  stockholders'  equity,
included in accumulated other comprehensive income.


Goodwill and other intangible assets
------------------------------------
Goodwill,  which  is the  excess  of cost  over the  fair  value  of net  assets
(including  identifiable  intangibles)  acquired in a business  acquisition,  is
stated at  historical  cost less  accumulated  amortization.  Goodwill  had been
amortized on a straight-line basis over a five-year period until the adoption of
SFAS No.  142,  "Goodwill  and Other  Intangible  Assets",  on  January 1, 2002.
Pursuant to this financial  accounting  standard,  amortization  of goodwill has
been discontinued for financial  accounting  reporting purposes,  but is instead
tested for impairment on an annual basis. With respect to recognized  intangible
assets other than  goodwill,  such assets with finite useful lives are amortized
over their  useful  lives,  while  assets with  indefinite  useful lives are not
amortized. All intangible assets are likewise tested for impairment on an annual
basis.

Advertising costs
-----------------
Pursuant to the  provisions of Statement of Position  ("SOP") No. 93-7 issued by
the American  Institute of Certified  Public  Accountants,  the Company expenses
advertising costs as incurred.

Adoption of other accounting pronouncements
-------------------------------------------
In June 2001, the FASB issued SFAS No. 141,  "Business  Combinations".  SFAS No.
141 supersedes the accounting and reporting  requirements  under APB Opinion No.
16,  "Business  Combinations",  by requiring that only the "purchase  method" be
used to account  for  business  combinations.  More  specifically,  SFAS No. 141
discusses  the  application  of the purchase  method as it relates to a business
combination effected through an exchange of equity interests.  Accordingly,  the
provisions  of SFAS No. 141 have been  adopted  and  employed  by the Company in
connection with its merger with YourTravelBiz.com,  Inc. on December 8, 2004, as
described in Note 1.



                        See independent auditors' report

                                      (F10)
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Adoption of other accounting pronouncements (continued)
-------------------------------------------------------
In January  2003,  the FASB  issued  Interpretation  No. 46,  "Consolidation  of
Variable Interest Entities" - an Interpretation of ARB No. 51" ("FIN 46"), which
addresses  consolidation  of  variable  interest  entities.  FIN 46 expands  the
criteria for  consideration  in determining  whether a variable  interest entity
should  be   consolidated   by  a  business   entity,   and  requires   existing
unconsolidated  variable interest  entities (which include,  but are not limited
to,  Special  Purpose  Entities,  or SPEs) to be  consolidated  by their primary
beneficiaries  if the entities do not  effectively  disperse risks among parties
involved.  This interpretation applies immediately to variable interest entities
created after January 31, 2003,  and to variable  interest  entities in which an
enterprise  obtains an interest after that date, and applies in the first fiscal
year or interim period beginning after September 15, 2003, to variable  interest
entities  in which an  enterprise  holds a variable  interest  that it  acquired
before  February  1, 2003.  The  adoption  of FIN 46 is not  expected  to have a
material  impact on the  results of  operations  or  financial  position  of the
Company.

In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities".  SFAS  No.  149  amends  and
clarifies  accounting for derivative  instruments,  including certain derivative
instruments  embedded in other contracts,  and for hedging activities under SFAS
No. 133. SFAS No. 149 is effective for contracts  modified or entered into after
September 30, 2003, and for hedging  relationships  designed after September 30,
2003. The Company does not believe that the adoption of SFAS No. 149 will have a
material impact on its financial statements.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics of both Liabilities and Equity".  SFAS No. 150
establishes  standards for how companies  classify and measure certain financial
instruments with  characteristics  of both  liabilities and equity.  It requires
entities  to  classify  a  financial  instrument  that is within  its scope as a
liability  (or an  asset in some  circumstances).  SFAS  No.  150 was  effective
beginning  with the second  quarter of fiscal year 2004;  the  Company  does not
believe  that the  adoption  of SFAS No. 150 will have a material  impact on its
financial statements.

Accounts and notes receivable
-----------------------------

The Company  reflects  both accounts and notes  receivable at their  outstanding
principal  balances as of the balance sheet date, as adjusted by any charge-offs
or allowances established as a reserve for potentially  uncollectible  accounts.
In 2004 the Company recorded an allowance against its notes receivable  balances
due from  franchisees.  During the year ended  December  31,  2004,  the Company
reported an additional $44,543 of notes receivable from new franchisees.

Comprehensive income
--------------------
The Company  follows the  provisions of SFAS No. 130,  "Reporting  Comprehensive
Income",   which  establishes   standards  for  the  reporting  and  display  of
comprehensive  income and its components,  when the amount of such comprehensive
income is considered to be material.


                        See independent auditors' report

                                      (F11)
<PAGE>


                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Profit-sharing plan
-------------------
The Company  sponsors a  profit-sharing  plan,  which is a defined  contribution
pension plan, for all eligible employees. All employees who have completed 1,000
hours of service during the plan year may participate. Contributions are accrued
and paid out of the Company's current profits at the discretion of the Company's
Board of  Directors.  Employees  may make  voluntary  contributions,  subject to
statutory  limitations.  The Company elected not to make any plan  contributions
for the years ended December 31, 2004 and 2003.

Stock-based compensation
------------------------
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation"  (SFAS 123) requires that companies with stock-based  compensation
plans  recognize  compensation  expense  based on the  "fair  value"  accounting
method,  or to apply the  "intrinsic  value"  method  provisions  of  Accounting
Principles  Board  Opinion No. 25 ("APB 25"),  "Accounting  for Stock  Issued to
Employees",  and to disclose pro forma net income assuming the fair value method
had been applied.

The Company has elected to adopt the disclosure-only provisions of SFAS 123 and,
accordingly,  computes  compensation  expense for employees as prescribed by APB
25. Under APB 25,  compensation  cost,  if any, is measured as the excess of the
quoted market price of the Company's  stock at the date of grant over the amount
an  employee  must pay to  acquire  the  stock.  For stock  options  granted  to
non-employees,  expense is measured based upon the fair value method  prescribed
by SFAS 123.


During 2004,  the Company  issued  900,000  shares of common stock as additional
compensation  to its Chief  Financial  Officer  ("CFO"),  to cover the shortfall
between actual salary paid to the CFO and the agreed-upon  compensation  amount,
pursuant to an employment agreement between the CFO and the Company.  Such stock
compensation  covered  periods served during the years 2001 through 2004. Of the
900,000  shares  issued,  500,000 of which  (valued at $50,400),  were issued to
compensate the CFO for services  rendered in 2004. The remaining  400,000 shares
pertained to services  rendered in years 2001 through 2003, valued at $67,200 in
each of those years.


Earnings (loss) per share
-------------------------

Basic  earnings  (loss)  per  share is based on the  weighted-average  number of
common  shares  outstanding.  Diluted  earnings  (loss) per share  assumes  that
outstanding  common  shares are  increased by common  shares  issuable  upon the
exercise of stock  options and  warrants,  and by the  conversion  of  preferred
stock, where such exercise or conversion would be dilutive.  For the years ended
December 31, 2004 and 2003,  the effects any assumed  exercise of stock  options
and  warrants  on the 2004 and 2003 loss per share would be  anti-dilutive  and,
therefore,  are not included in the  calculation of the Company's basic loss per
share for the years ended December 31, 2004 and 2003.





                        See independent auditors' report


                                      (F12)

<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Earnings (loss) per share (continued)
-------------------------------------
However,  the 4,092,376 shares of the Company's  Series B convertible  preferred
stock that were  issued on  December 8, 2004 (and  subsequently  converted  into
common shares on January 9, 2005) were considered to be common stock equivalents
on the date of  original  issuance.  Accordingly,  all  4,092,376  shares of the
Company's  Series B  convertible  preferred  stock  have  been  included  in the
calculation  of the Company's  loss per common share for the year ended December
31, 2004.


Marketing compensation plan
---------------------------
YTB offers a compensation plan to its sales representatives under an arrangement
that pays the representatives  direct sales commissions,  override  compensation
(if  qualified)  and  other  bonus  incentives  based  upon the  amount  of each
representative's sales, or enrolled referrals. Direct sales commissions are paid
on a weekly basis, based upon the amount of the previous week's sales.  Residual
commissions  are paid on a monthly basis for active  representatives,  following
the month earned. Bonuses are earned by maintaining a minimum number of personal
enrollments.  Commission  costs are  capitalized  and  recognized  as expense in
proportion  to the  related  revenue  recognized,  over a period  of  thirty-six
months.


Capitalized software costs
--------------------------
Pursuant to SOP 98-1,  "Accounting for Costs of Computer  Software  Developed or
Obtained for Internal  Use",  the Company  capitalizes  certain  costs  incurred
during an internal use software development project,  including costs related to
applications,   infrastructure,  and  graphics  development  for  the  Company's
websites.  Capitalized  costs  consist  of  the  cost  of the  software  license
agreement (Note 3), and certain  external direct costs of materials and licensor
provided   services  incurred  in  developing  the  software  for  its  specific
applications. Capitalized software costs are being amortized over their expected
useful life of thirty-six months.

NOTE 3 - SOFTWARE LICENSE AGREEMENT AND DEVELOPMENT COSTS
During 2004, the Company acquired a software license right to conduct its online
franchise  business.  The total cost of this software license right was $45,000.
The Company has been given the option to make installment payments of $9,000 per
year for five years. The cost of this software license will be amortized through
its  five-year  life.  During August 2004,  the Company  acquired a new software
right in the amount of $3,612. The cost of this software right will be amortized
over its expected useful life of thirty-six months.

NOTE 4 - LONG-TERM DEBT
On January  11,  2002,  as a result of the events of  September  11,  2001,  the
Company borrowed  $324,500 from the United States Small Business  Administration
("SBA")  under its disaster  relief  program.  Payments  were to have  initially
commenced in January 2003. However,  the SBA extended the commencement date into
November  2003.  The loan is  repayable  via a monthly  installment  of  $2,607,
including interest at 4% per annum, through October 2017. The loan is personally
guaranteed by the Company's chief executive officer and is collateralized by the
accounts  receivable and property and equipment of the Company.  The outstanding
loan  balance  as of  December  31,  2004 and 2003 was  $302,753  and  $321,170,
respectively.

                        See independent auditors' report


                                      (F13)

<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


NOTE 4 - LONG-TERM DEBT (CONTINUED)

Minimum  principal  payments of  long-term  debt as of December  31, 2004 are as
follows:

        Year ending
       December 31,                       Amount
       ------------                       ------
         2005                        $    19,532
         2006                             20,328
         2007                             21,156
         2008                             22,018
         2009                             22,915
         Thereafter                      196,804
                                         -------

         Total                       $   302,753
                                         =======



NOTE 5 - SHORT-TERM OBLIGATIONS

The Company  assumed the following  short-term  debt upon the acquisition of its
acquired entity on December 8, 2004:

--------------------------------------------------------------- -------------
6.25% promissory note in connection with vehicle
 purchase.  Interest and principal are payable in
 monthly installments of $1,000 for 12 months,
 due February 28, 2005.                                         $    44,254

--------------------------------------------------------------- -------------
6.25% promissory note in connection with vehicle
 purchase.  Interest and principal are payable
 in monthly installments of $1,000 for 12 months,
 due March 4, 2005.                                                  58,088
                                                                    -------
--------------------------------------------------------------- -------------
--------------------------------------------------------------- -------------
   Total                                                        $   102,342
                                                                    =======
--------------------------------------------------------------- -------------

Other Short-term Debt
---------------------

During  December  2004,  the Company  ratified an agreement  with an investor to
raise  $100,000  of  additional   capital  stock  through  a  private  placement
memorandum  ("PPM") which took place during February 2005. The investor has paid
upfront for this PPM offering. The Company, therefore,  incurred a liability due
to this  investor in the amount of $100,000 as of December  31,  2004.  The note
will be due upon the completion of PPM and contains no stated interest.


                        See independent auditors' report

                                      (F14)
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


NOTE 6 - COMMITMENTS AND CONTINGENCIES

Leases
------
The Company is obligated  under an operating  office lease,  renewed in 2003 and
extended  until April 30,  2008,  to pay minimum  annual  rentals,  currently at
$44,000 per year plus real estate taxes and operating cost charges.

In addition,  the Company has entered into various  operating  lease  agreements
with Wal-Mart Stores,  Inc.  (Wal-Mart) for eight locations pursuant to a master
lease  agreement.  The Company has also entered into sub-lease  agreements  with
franchisees  at many of these Wal-Mart  locations.  The Company has an option to
renew both the leases with Wal-Mart and the subleases with the franchisees for a
two-year period and, additionally, for three one-year periods.

Following  is a summary  of net  rental  income  (expense)  for the years  ended
December 31, 2004 and 2003:
                                                2004         2003
                                              -------      -------
 Sublease rental income                    $  160,863   $  222,646
 Less: minimum rental expense                 138,565      248,160
                                              -------      -------

    Net rental income (expense)            $   22,298   $  (25,514)
                                             ========     ========


Minimum future rental payments under non-cancelable  operating leases (including
the Wal-Mart location  leases),  having remaining terms in excess of one year as
of December 31, 2004 are as follows:

        Year ending
       December 31,         Headquarters             Wal-Mart Locations
       ------------         ------------             ------------------

         2005                   $ 46,800                  $147,876
         2006                     46,860                   147,876
         2007                     46,920                   147,876
         2008                     15,600                   147,876
                                --------                ----------

         Total                $ 156,180                  $ 591,504
                               ========                 ==========

The minimum future rental obligation will be reduced by approximately $12,323 of
monthly  sublease  rentals to be  received  in the future  under  non-cancelable
subleases.

Other Lease
-----------
The  Company   assumed  a  lease  of  its  acquiree  for  copy  machines   under
non-cancelable  operating leases expiring in various years through 2006.  Future
minimum  payments  under such leases in excess of one year are  approximated  as
follows:


                        See independent auditors' report

                                      (F15)


<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


NOTE 6 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Other Lease (continued)
-----------------------

    Year ending
   December 31,                         Amount
   ------------                         ------

         2005                        $   7,914
         2006                            7,914
                                        ------

         Total                        $ 15,828
                                        ======


Legal Proceedings
-----------------
The Company is involved in legal  proceedings  incurred in the normal  course of
business.  In  the  opinion  of the  Company's  legal  counsel,  there  were  no
proceedings  as of  December  31,  2004 or 2003 where the results of which would
have a material  effect on the  financial  position of the Company if  adversely
decided.

Employment Agreement
--------------------

During 2000, the Company entered into a five-year  employment agreement with its
Chief Executive Officer ("CEO").  Pursuant to this agreement, the CEO is paid an
annual base salary of  $200,000,  with an increase of 6% per year,  plus a bonus
incentive equal to 10% of all initial franchise fees earned by the Company. This
agreement was cancelled  upon the Company's  merger with YTB on December 8, 2004
(see Note 1), at such time a new five-year employment agreement with the CEO was
executed  (see  Note 14).  According  to the new  agreement,  the CEO is paid an
annual base salary of  $240,000,  with an increase of 6% per year.  In addition,
the agreement  provides the CEO with certain  rights in the event of a change in
control of the Company.

Contingencies
-------------

During  December 2004, the Company entered into an agreement with an investor to
raise an additional  $2,000,000 of capital with a condition to  subordinate  its
SBA  loan  of  approximately  $300,000  to  YTB.  Such  loan  was  executed  and
subordinated on February 7, 2005. The Company is  contingently  liable under the
terms of this agreement for the  approximate  maximum amount of $278,000 in 2005
if the quoted market price of its stock falls below a specified  minimum amount.
Such maximum contingent  liability would approximate  $667,000 per year in years
2006 and beyond, should such stock price fall below the specified minimum.








                        See independent auditors' report

                                      (F16)
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


NOTE 7 - STOCK OPTIONS

The number of stock  options  outstanding  as of December  31, 2004 and 2003 was
475,000,  with a  weighted-average  exercise  price of $1.08.  No  options  were
granted,  exercised,  forfeited or canceled  during the years ended December 31,
2004 or 2003.

A summary of stock options  outstanding  and exercisable as of December 31, 2004
are as follows:

-------- ------------ -------------- --------------- ------------ --------------
                          Options     Outstanding      Options    Exercisable
-------- ------------ -------------- --------------- ------------ --------------
                         Weighted-     Weighted-                    Weighted-
Exercise    Number        Average       Average        Number        Average
  Price  Outstanding  Remaining Life Exercise Price  Exercisable  Exercise Price
-------- ------------ -------------- --------------- ------------ --------------

-------- ------------ -------------- --------------- ------------ --------------
$1.00     410,000     5 Years        $1.00            351,000      $1.00
-------- ------------ -------------- --------------- ------------ --------------
$2.00      65,000     5 Years        $2.00             45,000      $2.00
-------- ------------ -------------- --------------- ------------ --------------

The fair value of the options  granted for the year ended  December 31, 2004 was
estimated  using the  Black-Scholes  option pricing model based on the following
weighted-average assumptions:


Risk free interest rate                                5.00%
Expected volatility                                  100.00%
Expected remaining lives                               2
Expected dividend yield                               -0-


Merger-related items
--------------------
Former  members of a limited  liability  company that was a  predecessor  to the
Company were previously entitled to preferential  distributions of $258,000. The
Company issued approximately  1,172,000 shares of its common stock in April 2003
in payment of these preferential distributions.


NOTE 8 - INCOME TAXES

As a  result  of the  Company's  operating  losses  in 2004 and  2003,  and loss
carryforwards available in 2004, there is no provision for current income taxes.
In addition, Statement of Financial Accounting Standards No. 109, Accounting for
Income Taxes,  requires a valuation  allowance to reduce any deferred tax assets
to their net realizable amounts if, based on the weight of evidence,  it is more
likely than not that all or some portion of such deferred tax assets will not be
realized.  As of December 31, 2004 and 2003, the Company is uncertain if it will
realize any future tax benefit of its deferred tax assets.  Accordingly,  a full
valuation  allowance  has been  established  as a reserve  against the Company's
deferred  tax assets and,  therefore,  no deferred  income tax credits have been
recognized in the statements of operations for the years ended December 31, 2004
and 2003.


                        See independent auditors' report

                                      (F17)
<PAGE>
                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


NOTE 9 - RELATED PARTY TRANSACTIONS
During  the years  ended  December  31,  2004 and  2003,  the  Company  incurred
consulting  fee  expenses  for  services  provided  by an  entity  owned  by the
Company's chief  executive  officer,  a significant  shareholder of the Company.
These fees totaled approximately $23,000 and $60,000 for the year ended December
31, 2004 and 2003.  Under a new employment  agreement  reached in December 2004,
such consulting fees have been eliminated.

NOTE 10 - SEGMENT INFORMATION

The Company  operates in the following  three business  segments:  providing and
selling management  services within the travel industry,  including  franchising
activities;  developing and commercializing  internet-based technology programs;
and online travel store services.  Although the Company  operates  franchises in
eight foreign countries,  revenue is generated from just three of the countries.
Such  revenue  generated  from  these  three  foreign  countries  amounts  to an
insignificant  and  immaterial  portion  of the  overall  total  revenue  of the
Company.  Accordingly,  Company management  considers it impracticable to report
such geographic information.


Summarized financial information concerning the Company's reportable segments is
shown in the following tables.  The "other" column includes  corporate items not
specifically allocated to the segments.
<TABLE>
<CAPTION>
<S>                          <C>                         <C>                   <C>                  <C>           <C>
---------------------------- --------------------------- --------------------- ----------------- ---------------- ------------------
        Year Ended             Franchise and Travel-        Internet-Based      Online Travel
     December 31, 2004           Related Management      Technology Programs    Store Services         Other          Total
                                      Services
---------------------------- --------------------------- --------------------- ----------------- ---------------- ------------------
External and inter-

  segment revenue            $   2,870,924               $    302,938          $    507,508         $     57,140  $   3,738,510

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

Segment profit (loss)        $    (626,737)              $    (98,669)         $    469,509         $    (32,413) $    (248,530)

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

Total assets                 $  15,461,948               $  4,239,319          $  1,081,952         $     73,121  $  20,856,340

---------------------------- --------------------------- --------------------- ----------------- ---------------- ------------------
Capital expenditures                     -                          -          $     35,947                    -  $      35,947
---------------------------- --------------------------- --------------------- ----------------- ---------------- ------------------
Depreciation and

  amortization               $     (41,667)                         -          $    (38,714)        $     (5,788) $     (86,169)

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

Investment income, net                   -                          -                  -            $     29,638  $      29,638

---------------------------- --------------------------- --------------------- ----------------- ---------------- ------------------
</TABLE>
<TABLE>
<CAPTION>
<S>                          <C>                   <C>                <C>                <C>                <C>

---------------------------- --------------------- ------------------ ----------------- ------------------ ---------------
                                Franchise and       Internet-Based
        Year Ended             Travel- Related        Technology       Online Travel
     December 31, 2003            Management           Programs        Store Services         Other            Total
                                   Services
---------------------------- --------------------- ------------------ ----------------- ------------------ ---------------
External and inter-
  segment revenue            $   2,031,755         $             -    $  282,471         $    85,862        $   2,400,088
---------------------------- --------------------- ------------------ ----------------- ------------------ ---------------

Segment profit (loss)        $    (230,262)        $    (1,125,167)   $  247,946         $        -         $  (1,107,483)
---------------------------- --------------------- ------------------ ----------------- ------------------ ---------------
Total assets                 $     963,311         $             -    $  127,469         $   794,853        $   1,885,633
---------------------------- --------------------- ------------------ ----------------- ------------------ ---------------

Capital expenditures                     -                       -    $  297,827                   -       $      297,827
---------------------------- --------------------- ------------------ ----------------- ------------------ ---------------
Depreciation, amortization
  and impairment of capi-
  talized software costs                 -         $    (1,125,167)   $  (34,526)                    -     $   (1,159,693)
---------------------------- --------------------- ------------------ ----------------- ------------------ ---------------

Investment income, net                   -                    -               -          $     4,112       $        4,112

---------------------------- --------------------- ------------------ ----------------- ------------------ ---------------
</TABLE>
                        See independent auditors' report
                                      (F18)
<PAGE>


                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


NOTE 11 - BUSINESS COMBINATION

As  described  more  fully in Note 1, a  business  combination  structured  as a
statutory  merger took place  between the  Company and  YourTravelBiz.com,  Inc.
("YTB") on December 8, 2004.  This merger was accounted for by the Company under
the  "purchase  method",  as  prescribed  by Statement  of Financial  Accounting
Standards  ("SFAS") No. 141, Business  Combinations.  In exchange for all of the
outstanding  common stock of YTB,  the Company  issued  common stock  (valued at
$9,838,493) and Series B convertible preferred stock (valued at $5,418,952),  or
a total value of $15,257,445, to the stockholders of YTB. The total cost of this
acquisition   was  allocated  based  upon  the  estimated  fair  values  of  the
identifiable  assets acquired and the fair values of the liabilities  assumed at
the date of  acquisition.  The recorded cost of the acquisition was based mainly
on the  number  of  sales  representatives  on  hand  at the  time  of  contract
negotiations  during August 2004;  financial  projections  of YTB,  prepared and
provided by YTB management; and on the estimated value of the Company's software
development  regarding two franchise  systems,  in addition to other  intangible
assets.


The total  cost of this  acquisition  exceeded  the fair value of the net assets
acquired  and  liabilities   assumed  by  $9,436,118,   which  was  recorded  as
"goodwill".  In  accordance  with SFAS No.  142,  goodwill  resulting  from this
acquisition  has  been  recognized,  but  will  not  be  amortized.  This  value
representing goodwill will instead be tested for impairment on an annual basis.


Following is a summary of the  allocated  cost of the Company's  acquisition  of
YTB:

                                                                Asset
                                                           (Liability)
                                                           -----------

          Property and equipment                        $      73,121
          Computer software                                     9,097
          Intangible assets (other than goodwill)           6,500,000
          Goodwill                                          9,436,118
          Short-term debt                                    (102,342)
          Accounts payable and accrued expenses              (658,549)
                                                        -------------


           Net assets acquired                         $   15,257,445
                                                           ==========


Management's primary reasons for acquiring YTB include the long-lasting business
relationship  between the two companies,  with YTB being the primary customer of
the Company.  Other factors include  management's  belief that there is a larger
growth  potential as a combined company than as separate  entities,  among other
reasons because of the referral marketing component that marketing  contributes.
More specifically, the merger is expected to increase travel market share in the
retail  sale of  travel  and  travel-related  services,  a  development  that is
unlikely using the prior brick and mortar agency  business  model.  By acquiring
marketing and combining the respective  existing travel agency businesses of YTB
and the Company,  the merged entity provides both a new source of travel booking
agencies plus an additional  revenue  source in the initial and ongoing  monthly
fees paid by the RTAs..


                        See independent auditors' report

                                      (F19)
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE 11 - BUSINESS COMBINATION (CONTINUED)


The estimated fair value of the identifiable assets acquired totaled $6,582,218.
Goodwill  was  recognized  in the amount of  $9,436,118.  Of the  $6,500,000  of
identifiable intangible assets acquired, $3,500,000 was assigned to trade names;
$1,500,000 to internet  domain names;  $1,500,000  to RTA sales  agreements.  Of
these,  only the RTA sales  agreements (each of which having an estimated useful
life of  thirty-six  months) are subject to  amortization.  With  respect to the
acquired  intangible  assets not subject to  amortization,  tests for impairment
will be made on an annual  basis.  As of December 31, 2004,  the gross  carrying
amount and accumulated  amortization of the RTA sales agreements  ("agreements")
was $1,500,000 and $41,667,  respectively;  amortization  expense for the period
December 8, 2004 (the date of acquisition) to December 31, 2004 totaled $41,667.
Amortization  expense of the agreements for the fiscal years ending December 31,
2005 and 2006 is estimated  to be $500,000 in each of those  years.  The cost of
the agreements will be fully amortized by November 30, 2007.

With respect to the acquired  intangible  assets recognized as assets apart from
goodwill that are not subject to  amortization,  the  respective  gross carrying
amounts as of  December  31,  2004 are as  follows:  trade  names -  $3,500,000;
internet domain names - $1,500,000.  These  intangibles  have  indefinite  legal
lives.  As such,  they are expected to contribute  indefinitely to the Company's
cash flows.  No  impairment  losses have been  recognized  on these  unamortized
intangible assets.

The  $9,436,118 of goodwill was assigned to the Company's  business  segments as
follows:   $7,022,105  to  Franchise  and  Travel-Related  Management  Services;
$1,172,679  to  Internet-Based  Technology  Programs;  and  $1,241,334 to Online
Travel Store Services.


The basis and method for determining the total  acquisition  cost of $15,257,445
included  the  following  factors:

o YTB's  customer-base  and related  revenue stream.
o YTB's operating system.

o The  number  of  representatives  on  YTB's  sales  force  and  related  sales
agreements.

o The estimated value of YTB, based primarily on the  above-listed  factors,  in
comparison to the market value of the Company.

The cost of  goodwill  and all  identifiable  intangible  assets  acquired to be
amortized and deducted for tax purposes for the year ended  December 31, 2004 is
expected to be $88,534,  which is based on current tax law that  mandates use of
the straight-line  method over a period of 15 years for such assets.  The annual
amortization  deduction for tax purposes is expected to be $1,062,408  each year
thereafter, until each asset is fully amortized.


SFAS No. 141 requires the  identification  of the acquiring entity in a business
combination.  In this  transaction  effected  through  the  exchange  of  equity
interests, the Company (i.e., Rezconnect Technologies, Inc.) has been identified
as the  acquiring  entity.  Following  are  among the most  pertinent  facts and
circumstances  considered in the identification of the Company as the "acquiring
entity" which, moreover, provides the rationale for the position taken that this
transaction does not constitute a "reverse acquisition" as addressed in SFAS No.
141:

                        See independent auditors' report

                                      (F20)
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003




NOTE 11 - BUSINESS COMBINATION (CONTINUED)

o    Day-to-day  control  continues  to  reside  in the  Company  with its Chief
     Executive Officer ("CEO") at the parent company level  (acknowledging  that
     each operating subsidiary has its own Board of Directors and,  accordingly,
     a degree of operational autonomy)..

o    The Company's asset value  constitutes more than 50% of the resulting total
     assets of the combined entity.
o    The CEO of the Company has convened and conducted each meeting of The Board
     of Directors that has occurred both before and after the merger.
o    The CEO of the Company  continues to often be the sole signatory on filings
     with the Securities and Exchange Commission (SEC) and other documents.
o    The CEO of the Company initiated and structured the merger with YTB.
o    Most  funding  and  structuring  initiatives  continue  to reside  with the
     Company's CEO.
o    The Company has provided funding to YTB prior to the merger.
o    The SEC  reporting  address  and  day-to-day  operations  emanate  from the
     Company's New Jersey headquarters.


NOTE 12 - ACTIVITY OF ENTITY ACQUIRED IN BUSINESS COMBINATION

Included in the accounts of the Company for the year ended  December 31, 2004 is
the income and expense activity of  YourTravelBiz.com,  Inc. ("YTB"), the entity
acquired  via  the  statutory  merger  described  in Note 1,  from  the  date of
acquisition  (December 8, 2004) to December 31, 2004.  Following is a summary of
such activity:


  Net revenue                                                       $   357,507
  Total operating expenses (except depreciation and amortization)      (394,648)
  Total other income and expenses (net)                                  (3,039)
                                                                    -----------

      Net loss of YTB included in the accounts of the Company       $   (40,180)
                                                                    ===========



NOTE 13 - PRIOR PERIOD ADJUSTMENT

Reclassification   adjustments,   reflected  in  the  statement  of  changes  in
stockholders'  equity,  have been made to the following beginning equity account
balances at January 1, 2004:

 Increase in value of common stock issued                      $        418
 Increase in amount of additional paid-in capital                   134,522
 Further decrease in accumulated deficit balance                   (134,940)
                                                               -------------

     Net equity effect                                         $        -0-
                                                               =============


                        See independent auditors' report

                                      (F21)
<PAGE>


                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003



NOTE 14 - SUBSEQUENT EVENTS

As more fully  described  in Note 1,  subsequent  to the December 8, 2004 merger
between the Company and  YourTravelBiz.com,  Inc.,  the assets of this  combined
entity were assigned to three newly-formed, wholly-owned subsidiary corporations
on January 4, 2005. Further, on January 4, 2005, the Company  re-incorporated in
the State of Delaware by means of a  downstream  merger with YTB  International,
Inc.  Concurrent with this  re-incorporation,  the Company changed its name from
Rezconnect  Technologies,  Inc. to YTB  International,  Inc. and  increased  the
number of its  authorized  common  shares to  50,000,000 on that same date. As a
consequence  of  this  Delaware  merger  and  associated  re-incorporation,  YTB
International,   Inc.  became  the  successor  to  the  Company  and  its  three
subsidiaries on January 4, 2005. (See Note 1).

Also during  January 2005, a total of $2,000,000 was received from a prospective
investor.  This amount was initially  deposited into an escrow fund on behalf of
YTB  International,  Inc.  (YTBL),  pursuant to a funds escrow  agreement by and
between the YTBL  investor,  the  prospective  investor,  and the fund's  escrow
agent. The funds were  subsequently  released to the Company also during January
2005.

As  described  in Note 1, each share of the  4,092,376  shares of the  Company's
Series B  convertible  preferred  stock was  converted  into one share of common
stock as of January 9, 2005.


Following  the merger  with YTB on December 8, 2004,  the Company  entered  into
long-term employment  agreements with J. Lloyd Tomer (its Chairman),  Michael Y.
Brent (its CEO), Kim Sorensen (its  President),  Derek Brent (its Secretary) and
J. Scott  Tomer (its  Treasurer),  collectively  the "Senior  Executives".  Such
agreements  became  effective  on January 1, 2005 and expire  December 31, 2009.
Each Senior  Executive is subject to  confidentiality,  non-raid and non-compete
provisions.  Mr.  Brent's  prior 2004  employment  agreement  was  cancelled and
superseded in the context of putting in place these nearly identical  employment
agreements with senior management (see Note 6). Each Senior  Executive,  so long
as they  continue  to be  employed  by the  Company,  will be paid,  directly or
indirectly,  a combination  of (i) a base salary,  and (ii) stock options and/or
warrants,  as so determined by the Board of Directors,  acting as a Compensation
Committee,  based on the Company's financial performance.  Each Senior Executive
will continue to be subject to their respective  confidentiality  covenants and,
for 3 years,  their  non-compete  covenants.  Additionally,  the  estate of each
Senior  Executive  will receive a death benefit in an amount equal to one year's
salary.




                        See independent auditors' report
                                      (F22)


<PAGE>



                         REZCONNECT TECHNOLOGIES, INC.
                           SUPPLEMENTARY INFORMATION
                SCHEDULES OF GENERAL AND ADMINISTRATIVE EXPENSES
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


                                                  2004             2003
                                              -------------    -------------

General and administrative salaries         $      651,464   $      420,146
Payroll taxes                                       53,706           31,633
Auto expense                                        22,350                -
Bad debts                                            4,018           19,154
Bank fees and service charges                        6,692            2,120
Consultant fees                                     13,865           88,259
Credit card fees                                    11,719                -
Dues and subscriptions                              57,434           23,646
Employee benefits                                    6,255                -
Equipment lease                                      6,261                -
Miscellaneous                                        4,373            2,022
Office rent                                         47,138           43,792
Travel and entertainment                           113,075           76,471
Office supplies and expenses                        32,887           24,525
Printing                                             9,756           15,838
Postage and delivery                                33,821           12,118
Insurance                                           67,240           32,676
Professional fees                                   67,853           63,633
Training and recruitment                             5,056           10,000
Telephone                                           22,943           18,043
                                              -------------    -------------
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES   $    1,237,906   $      884,076
                                              =============    =============



       See independent auditors' report and notes to financial statements


                                      (F23)







<PAGE>







                          REZCONNECT TECHNOLOGIES, INC.

                         PRO FORMA FINANCIAL INFORMATION

                     YEARS ENDED DECEMBER 31, 2004 AND 2003

                                   (UNAUDITED)


















<PAGE>












                          REZCONNECT TECHNOLOGIES, INC.
                   PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                                   (UNAUDITED)

INTRODUCTION TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

On December 8, 2004, Rezconnect Technologies, Inc. (the "Company") acquired 100%
of the outstanding  common shares from the  stockholders  of  YourTravelBiz.com,
Inc. ("YTB") in a business  combination  structured as a statutory merger.  This
acquisition was effected  through an exchange of equity  interests at a recorded
cost of $15,257,445 to the Company. Rezconnect Technologies, Inc. was identified
as the acquiring entity.  The Company  exchanged  7,430,000 shares of its common
stock and 4,092,376  shares of its Series B convertible  preferred stock for all
of the outstanding common stock of YTB.

The following unaudited pro forma consolidated  statements of operations for the
years ended December 31, 2004 and 2003 give effect to the Company's  acquisition
of YTB and reflects the results of YTB's  operations as if the  acquisition  had
occurred and been completed as of January 1, 2004 and 2003, respectively.


The  acquisition  of YTB was  accounted  for by the Company  under the "purchase
method", as prescribed by Statement of Financial  Accounting  Standards ("SFAS")
No. 141, Business Combinations.  The total cost of this acquisition exceeded the
fair value of the  identifiable  net assets acquired and liabilities  assumed by
$9,436,118,  which was recorded as "goodwill".  In accordance with SFAS No. 142,
goodwill  resulting from this  acquisition has been recognized as an asset,  but
will not be amortized.  Instead,  the recorded  value of goodwill will be tested
for impairment on an annual basis. Of the $6,500,000 of identifiable  intangible
assets acquired,  $3,500,000 was assigned to trade names; $1,500,000 to internet
domain names; and $1,500,000 to RTA sales  agreements.  Of these, only the sales
agreements  (each  of  such  agreements  having  an  estimated  useful  life  of
thirty-six  months) are subject to  amortization.  With  respect to the acquired
intangible assets not subject to amortization, tests for impairment will be made
on an annual basis.


Following is a summary of the  allocated  cost of the Company's  acquisition  of
YTB:

Asset

(Liability)

      Property and equipment                          $        73,121
      Computer software                                         9,097
      Intangible assets (other than goodwill)               6,500,000
      Goodwill                                              9,436,118
      Short-term debt                                        (102,342)
      Accounts payable and accrued expenses                  (658,549)
                                                      ---------------
      Net assets acquired                          $    15,257,445
                                                      ===============

The unaudited pro forma consolidated statement of operations for the years ended
December 31, 2004 and 2003 do not  represent  the results of  operations  of the
Company for any future date or period. Actual future results could be materially
different  from these pro forma  results.  These  unaudited pro forma  financial
statements should be read in conjunction with the audited  financial  statements
of the Company and  management's  related  discussion  and analysis of financial
condition  and  results of  operations  included in Form 10-K for the year ended
December 31, 2004.

                   See notes to pro forma financial statements

                                      (F24)

<PAGE>

                         REZCONNECT TECHNOLOGIES, INC.
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 2004
                                  (UNAUDITED)


<TABLE>
<CAPTION>
<S>                                                 <C>                <C>                 <C>               <C>





                                                          Rezconnect
                                                         Technologies,     YourTravel-         Pro forma        Pro forma
                                                          Inc.              Biz.com, Inc.       Adjustments    Consolidated
                                                      --------------     --------------------------------------------------


Franchise fees                                      $        97,506    $              -    $            -    $      97,506
Franchise service and other fees                            716,801                   -                 -          716,801
Travel products and services                              2,056,617                   -                 -        2,056,617
Online travel income                                        507,508                   -          (244,000)(e)      263,508
Advertising and other                                         2,571                   -                 -            2,571
New RTA sales                                                84,656           1,206,348                 -        1,291,004
Monthly maintenance fees                                    248,092           3,535,302                 -        3,783,394
Printing and administrative service fees                     54,569             777,614                 -          832,183
                                                      --------------     ---------------     -------------     ------------
                                                          3,768,320           5,519,264          (244,000)       9,043,584

Less: returns and allowances                                 29,810             424,795                 -          454,605
                                                      --------------     ---------------     -------------     ------------

                                                          3,738,510           5,094,469          (244,000)       8,588,979


Commissions                                               1,521,145           2,867,199                 -        4,388,344
Cost of travel services and products                        930,519                   -                 -          930,519
Depreciation and amortization                                86,169              92,660           382,696 (a)      561,525
Franchise services and products                             153,035                   -                 -          153,035
Marketing and selling                                       103,418                   -                 -          103,418
General and administrative                                1,237,906           2,756,542          (244,000)(e)    3,750,448
                                                      --------------     ---------------     -------------     ------------
                                                          4,032,192           5,716,401           138,696        9,887,289
                                                      --------------     ---------------     -------------     ------------

                                                           (293,682)           (621,932)         (382,696)      (1,298,310)


Loss from sales of short-term investments                    (8,458)                  -                 -           (8,458)
Interest and dividend income                                 38,096               7,261                 -           45,357
Interest expense                                            (22,596)            (50,562)                -          (73,158)
                                                      --------------     ---------------     -------------     ------------
                                                              7,042             (43,301)                -          (36,259)
                                                      --------------     ---------------     -------------     ------------

                                                           (286,640)           (665,233)         (382,696)      (1,334,569)

                                                              1,670                   -                 -            1,670
                                                      --------------     ---------------     -------------     ------------

                                                    $      (288,310)   $       (665,233)   $     (382,696)   $  (1,336,239)
                                                      ==============     ===============     =============     ============


                                                                                                             $  (1,336,239)
                                                                                                               ============


WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING                                                                      22,634,652
                                                                                                               ============

BASIC AND DILUTED LOSS PER SHARE                                                                               $     (0.06)
                                                                                                               ============

</TABLE>
            See notes to pro forma consolidated financial statements

                                      (F25)

<PAGE>



                         REZCONNECT TECHNOLOGIES, INC.
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 2003
                                  (UNAUDITED)

<TABLE>

<S>                                                          <C>               <C>              <C>              <C>
                                                               Rezconnect
                                                              Technologies,      YourTravel-       Pro forma       Pro forma
                                                                   Inc.         Biz.com, Inc.     Adjustments     Consolidated
                                                             --------------    ---------------  --------------   --------------

REVENUE
     Franchise fees                                        $       115,280   $             -    $           -    $     115,280
     Franchise service and other fees                              569,545                 -                -          569,545
     Travel products and services                                1,346,930                 -                -        1,346,930
     Online travel income                                          282,471                 -         (122,000)(e)      160,471
     Advertising and other                                          85,862                 -                -           85,862
     New RTA sales                                                       -           551,849                -          551,849
     Monthly maintenance fees                                            -         1,797,478                -        1,797,478
     Printing and administrative service fees                            -           133,216                -          133,216
                                                             --------------    --------------     ------------     ------------
GROSS REVENUE                                                    2,400,088         2,482,543         (122,000)       4,760,631

     Less: returns and allowances                                        -           151,094                -          151,094
                                                             --------------    --------------     ------------     ------------

NET REVENUE                                                      2,400,088         2,331,449         (122,000)       4,609,537

OPERATING EXPENSES
     Commissions                                                   906,235           808,264                -        1,714,499
     Cost of travel services and products                          526,141                 -                -          526,141
     Depreciation and amortization                                 376,486            98,753          418,270 (a)      893,509
     Marketing and selling                                          31,535            27,549                -           59,084
     General and administrative                                    884,076         1,610,328         (122,000)(e)    2,372,404
     Impairment of capitalized software costs                      783,207                 -                -          783,207
                                                             --------------    --------------     ------------     ------------
TOTAL OPERATING EXPENSES                                         3,507,680         2,544,894          296,270        6,348,844
                                                             --------------    --------------     ------------     ------------

LOSS FROM OPERATIONS                                            (1,107,592)         (213,445)        (418,270)      (1,739,307)

OTHER INCOME (EXPENSES)
     Loss from sales of short-term investments                     (14,113)                -                -          (14,113)
     Interest and dividend income                                   18,225             6,672                -           24,897
     Interest expense                                               (1,885)         (196,692)               -         (198,577)
                                                             --------------    --------------     ------------     ------------
TOTAL OTHER INCOME (EXPENSES)                                        2,227          (190,020)               -         (187,793)
                                                             --------------    --------------     ------------     ------------

LOSS BEFORE INCOME TAXES                                        (1,105,365)         (403,465)        (418,270)      (1,927,100)

INCOME TAX (BENEFIT)
     Current                                                         2,118                 -                -            2,118
     Deferred                                                            -          (137,005)               -         (137,005)
                                                             --------------    --------------     ------------     ------------
TOTAL INCOME TAX (BENEFIT)                                           2,118          (137,005)               -         (134,887)
                                                             --------------    --------------     ------------     ------------

NET LOSS                                                   $    (1,107,483)  $      (266,460)   $    (418,270)   $  (1,792,213)
                                                             ==============    ==============     ============     ============


NET LOSS APPLICABLE TO COMMON STOCKHOLDERS                                                                       $  (1,792,213)
                                                                                                                   ============

LOSS PER SHARE:
     WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING                                                                     22,101,959
                                                                                                                   ============

     BASIC AND DILUTED LOSS PER SHARE                                                                            $       (0.08)
                                                                                                                   ============
</TABLE>


            See notes to pro forma consolidated financial statements


                                      (F26)

<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
              NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
                    PRO FORMA FINANCIAL STATEMENT ADJUSTMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                                   (UNAUDITED)

The accounts of  YourTravelBiz.com,  Inc. ("YTB") include its income and expense
activity for the pre-merger period January 1, 2003 through December 7, 2004. The
activity of YTB from the date of acquisition (December 8, 2004) through December
31, 2004 is included in the 2004 pro forma  results of  operations of Rezconnect
Technologies, Inc.

     1. The following pro forma  adjustments  summarize the adjustments  made to
     the pro forma  statements  of operations  for the years ended  December 31,
     2004 and 2003:


     (a)  The 2004 and 2003  depreciation and amortization  adjustments  reflect
          these  expenses as if the  acquisition  of YTB had  occurred  and been
          completed as of January 1, 2004 and 2003,  respectively.  Depreciation
          and  amortization are computed via the  straight-line  method over the
          following estimated useful lives of the related assets:

            Vehicles and equipment                              5 to 7 years
            Furniture and fixtures                                   7 years
            Computer software and RTA sales agreements               3 years

              Allocation of the purchase price of all tangible  assets  acquired
is as follows:


                                     Allocated                     Allocated
            Asset                    Percentage                     Amount
            -----                    ----------                     ------

            Vehicles                      59%                     $   48,508
            Equipment                     20%                         16,444
            Furniture and fixtures        10%                          8,222
            Computer software             11%                          9,044
                                        -----                       --------

                  Total                  100%                     $   82,218
                                        ====                          ======


              Charges to 2004 and 2003 depreciation and amortization  expense as
              if the  acquisition  of  YourTravelBiz.com,  Inc. had occurred and
              been completed as of January 1, 2004 and 2003,  respectively,  are
              as follows:


                                     Estimated                 Depreciation/
                                    Useful Life                Amortization
            Asset                    (years)                      Expense


            Vehicles and equipment    5 to 7                     $ 12,833
            Furniture and fixtures      7                           1,175
            Computer software           3                           3,015
            RTA Sales agreements        3                         500,000
                                                                  -------

                    Total                                     $   517,023
                                                                  =======


                   See notes to pro forma financial statements

                                      (F27)


<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
              NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
                    PRO FORMA FINANCIAL STATEMENT ADJUSTMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                                   (UNAUDITED)




     (a) Depreciation and amortization adjustments (continued)
         -----------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                                       <C>            <C>


                                                                               2004           2003
                                                                           ---------      ---------
         Depreciation and amortization expense as if the acquisition
         of YourTravelBiz.com, Inc. had occurred and been completed
         as of January 1 (as calculated on the preceding page)             $ 517,023      $ 517,023

         Less: amount recorded by YourTravelBiz.com, Inc.                    (92,660)       (98,753)

         Less: amount recorded by Rezconnect Technologies, Inc.              (41,667)       (  -0- )
                                                                           ---------      ---------

         Total depreciation and amortization adjustments                  $ 382,696      $ 418,270
                                                                            =======        =======


</TABLE>


     (b) Revenue adjustments
         -------------------

         Following   is   a   composition   of   the   total   revenue   of
         YourTravelBiz.com,  Inc.  for  the  period  December  8,  2004  to
         December  31, 2004 that is included in the 2004 pro forma  results
         of operations of Rezconnect Technologies, Inc.:


            New RTA sales                                     $       84,656
            Monthly maintenance fees                                 248,092
            Printing and administrative service fees                  54,569
                                                                   ---------
                                                                     387,317

            Less: returns and allowances                             (29,810)
                                                                   ---------

                 Total revenue adjustments - 2004              $     357,507
                                                                     =======




     (c) Operating expense adjustments
         -----------------------------

         Following  represents  operating expenses (other than depreciation
         and  amortization)  of  YourTravelBiz.com,  Inc.  for  the  period
         December  8, 2004 to December  31,  2004 that are  included in the
         2004 pro forma results of  operations of Rezconnect  Technologies,
         Inc.:


            Commissions                                         $    201,207
            General and administrative                               193,441
                                                                    --------

             Total other operating expense adjustments          $    394,648
                                                                    ========



                   See notes to pro forma financial statements


                                      (F28)


<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
              NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
                    PRO FORMA FINANCIAL STATEMENT ADJUSTMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                                   (UNAUDITED)


     (d) Other income and expense adjustments
         ------------------------------------

         The following represents other  (non-operational)  items of income
         and expense of YourTravelBiz.com,  Inc. for the period December 8,
         2004 to December  31, 2004 that are included in the 2004 pro forma
         results of operations of Rezconnect Technologies, Inc.:

            Investment income                                    $       509
            Interest expense                                          (3,548)
                                                                     -------
                   Total other income and expense adjustments    $    (3,039)
                                                                     ========

     (e) Eliminating adjustments
         -----------------------

                  Online travel income of Rezconnect Technologies, Inc., and the
              corresponding  administrative expense of YourTravelBiz.com,  Inc.,
              has been eliminated in pro forma  consolidation  to adjust for the
              income  earned and the related  expense  incurred  between the two
              entities.  This amount  totaled  $244,000 and $122,000 in 2004 and
              2003,  respectively.  A service  contract  exists  between the two
              entities  whereby the Company  provides  travel website hosting to
              YTB, at a fee of $5.00 per website per month.

     2. Recurring expenses
        ------------------


          Commission   costs  are  incurred   and  paid   monthly   based  on  a
          pre-determined formula based on a percentage of sales. These costs are
          capitalized and charged to expense over a period of thirty-six months,
          in proportion to the related revenue recognized.


          The Company  assumed a lease of its acquiree for copy  machines  under
          non-cancelable  operating  leases  expiring in various periods through
          December 31, 2006.  The lease payments are  approximately  $659.50 per
          month.

     3. Income taxes
        ------------

          As a result of the  Company's  and the  acquiree's  year 2004 and 2003
          operating  losses and loss  carryforwards  available in 2004 and 2003,
          there is no provision for current income taxes. In addition, Statement
          of  Financial  Accounting  Standards  No. 109,  Accounting  for Income
          Taxes,  requires a  valuation  allowance  to reduce any  deferred  tax
          assets to their net  realizable  amounts  if,  based on the  weight of
          evidence,  it is more likely than not that all or some portion of such
          deferred tax assets will not be realized.  As of December 31, 2004 and
          2003,  the  Company is  uncertain  if it will  realize  any future tax
          benefit of its  deferred  tax assets.  Accordingly,  a full  valuation
          allowance  has been  established  as a reserve  against the  Company's
          deferred  tax assets and,  therefore,  no deferred  income tax credits
          have  been  recognized  in  the  Company's  pro  forma  statements  of
          operations for the years ended December 31, 2004 and 2003.

                   See notes to pro forma financial statements

                                      (F29)

<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
              NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
                    PRO FORMA FINANCIAL STATEMENT ADJUSTMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003
                                   (UNAUDITED)


     4. Earnings (loss) per share
        -------------------------


          Basic  earnings  (loss)  per  share is  based on the  weighted-average
          number of common shares outstanding. Diluted earnings (loss) per share
          assumes that outstanding  common shares are increased by common shares
          issuable upon the exercise of stock  options and warrants,  and by the
          conversion of preferred stock, where such exercise or conversion would
          be  dilutive.  For the years ended  December  31,  2004 and 2003,  the
          effects any assumed exercise of stock options and warrants on the 2004
          and 2003 loss per share would be anti-dilutive and, therefore, are not
          included in the  calculation of the Company's basic loss per share for
          the years ended December 31, 2004 and 2003.

          However,  the 4,092,376  shares of the Company's  Series B convertible
          preferred stock that were issued on December 8, 2004 (and subsequently
          converted  into common shares on January 9, 2005) are considered to be
          common   stock   equivalents   on  the  date  of  original   issuance.
          Accordingly,   all  4,092,376   shares  of  the  Company's   Series  B
          convertible  preferred  stock are included in the  calculation  of the
          Company's   pro  forma   weighted-average   number  of  common  shares
          outstanding  as  of  January  1,  2004  and  2003,  and  also  in  the
          calculation of the pro forma loss per common share for the years ended
          December 31, 2004 and 2003.  As such,  the pro forma  weighted-average
          number of common shares used in the  calculation  of the 2004 and 2003
          pro  forma  loss  per  common  share  is  22,634,652  and  22,101,959,
          respectively.

     5. Employment agreements
        ---------------------

          Revised employment agreements,  becoming effective on January 1, 2005,
          were entered into with senior management. The effects of these revised
          agreements  with the Company  executives  are  immaterial to pro forma
          presentation.










                   See notes to pro forma financial statements

                                      (F30)