SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-KSB

[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.

<PAGE>
Table of Contents

To jump to a section, double-click on the section name.

10KSB

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

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

BACKGROUND...................................................................

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

REZCONNECT...................................................................

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

MANAGEMENT..................................................................

Item 2. Properties.............................................................5

Item 3. Legal Proceedings..................................................... 5

Item 4. Submission of Matters to a Vote of Securities Holders................. 5

PART II......................................................................  5

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

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

Item 7. Financial Statement.................................................  11

Item 8. Changes in and Disagreements with Accountants on Accounting

        and Financial Disclosure..................................            11

PART III.....................................................................

Item 9. Directors and Executive officers, promoters and control person;
compliance with Section 16 (a) of The Exchange Act....................        12

Item 10.Executive Compensation..............................................  12

Item 11.Security Ownership of Certain Beneficial Owners and Management......  15

Item 12.Certain Relationships and Related Transactions...................     15

PART IV......................................................................

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

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

<PAGE>

Documents incorporated by reference: None

                                     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.  (which on December 8, 2004,
merged under New York law with YourTravelBiz.com, Inc.).

     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").

     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.

     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.

                                      (2)
<PAGE>

     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 members
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. Members 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 members.

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.

     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.

                                      (3)
<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.

     In-house sales personnel have generally  handled marketing of travel agency
web sites and franchises for Travel Network and REZcity.com,

     REZcity.com  is 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.

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 sensitative 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 Smore 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.

     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.

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


                                      (4)
<PAGE>

     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.

     Marketing was created to market travel agency  websites to  representatives
in a  Referral  Marketing  program  that  incentifies  the  Representatives  for
bringing others into the system,  earns travel  commissions  from their site and
enjoys  travel  benefits  and tax  advantages  with owning  their own  business.
Representatives  are  independent  and are provided with training  materials and
onsite training at various locations thru out the USA.

     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,
Booking  operating group consisted of 5 employees and 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.


                                     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

     *On January 25, 2005 the common stock  symbol  changed to "YTBL" on the OTC
     Bulletin Board.



                                      (5)
<PAGE>

     Prior  thereto,  it was traded under "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 was trading  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.

Dividend Policy

     We have not 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 no 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.

     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.

                                      (6)
<PAGE>

     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.

     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.

                                      (7)
<PAGE>

     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 8700
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.


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.

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


                                      (8)
<PAGE>

operations to total revenues:

<TABLE>
<S>                                  <C>               <C>
                                      Year Ended        Year Ended
                                      December 31,      December 31,
                                         2003                2004

Revenues

   Franchise fees                         0.5 %             1.2 %
   Franchise service fees and other      20.0 %             6.2 %
   Travel products and services          56.0 %            17.8 %
   Advertising and other                 - 0 -             - 0 -
   Online Travel Stores                  19.2 %             4.4 %
    New RTA Sales                         - 0 -            30.6 %
    Monthly Membership
    and Maintenance fees                 - 0 -             32.8 %
   Printing and Administrative services  - 0 -              7.2 %
                                         -----             -----


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

Operating Expenses
   Cost of travel products and sales      47.6 %           18.0 %
   Marketing and selling                   3.0 %            1.5 %
  Franchise services and products           0 -             1.2 %
   General and administrative             40.0 %           75.0 %
Impairment of advertising receivable      - 0 -            - 0 -
Impairment of goodwill                    - 0 -            - 0 -
Depreciation and amortization             22.0 %            1.1 %
Returns and Allowances                     N/A              3.6 %

TOTAL OPERATING EXPENSES                 112.6 %           100.0 %
                                         -----             -----

  Income (loss) before other
   Income and income taxes               (12.6 %)         (08.1 %)
   Other income - primarily interest       .05 %            8.3 %
                                         -----             -----
   Income (loss) before income taxes     (12.1 %)         (8.4 %)
   Income taxes                            -                  -
                                         -----             -----
 Net income (loss)                       (12.1 %)          (8.4 %)
                                         =====             =====


</TABLE>
<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  approximately  $129,482,  an increase of 8.4% 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.


OPERATING EXPENSES

     Cost of Travel Products and Services.  Cost of travel products and services
increased by  approximately  $847,404 or 38% 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 19% for 2004 and 32% for 2003.

                                      (9)
<PAGE>

     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.  In the proforma of the combined Companies the
General and administrative  expenses increased by approximately 8,531,730 or 91%
from 2003 to 2004. As a percentage of total revenues, general and administrative
expenses were 40% in 2004 as compared to 45.7% in 2003.  The increase in general
and  administrative  expense  in 2004 is  attributable  to the merger of the two
Companies.

     Goodwill and Other Intangible Assets.  Goodwill and other intangible assets
were non-existent in 2004.

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.

     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.

LIQUIDITY AND CAPITAL RESOURCES

                                      (10)
<PAGE>

     Cash used by operating  activities  in 2004 was  approximately  $109,736 as
compared to cash used in operating activities of $33,000 in 2003.

     Cash provided by financing  activities was  approximately  $677,803 in 2004
and used by  financing  activities  was  approximately  $325,000 in 2003.  As of
December  31,  2004,  we had  approximately  $25,449  in cash and  approximately
$528,311 in short-term investments.

     The  Company  believes  that cash and  short  term  investments  on hand at
December 31, 2004 and its cash flow from  operations  will be sufficient to meet
its obligation on a timely basis for the next 12 months.

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.










                          REZCONNECT TECHNOLOGIES, INC.

                              FINANCIAL STATEMENTS

                          YEAR ENDED DECEMBER 31, 2004





<PAGE>


                         REZCONNECT TECHNOLOGIES, INC.

                               TABLE OF CONTENTS

                          YEAR ENDED DECEMBER 31, 2004








                                                                        Page(s)
                                                                        -------

Independent Auditors' Report                                              1

Financial Statements (Audited)

   Balance Sheet                                                          2

   Statement of Operations                                                3

   Statement of Changes in Stockholders' Equity                           4

   Statement of Cash Flows                                                5

Notes to Financial Statements                                             6 - 21

Pro Forma Financial Information (Unaudited)

   Introduction to Pro Forma Consolidated Financial Statements           22

   Pro Forma Consolidated Statement of Operations                        23

   Notes to Pro Forma Consolidated Statement of Operations               24 - 27








<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 sheet of Rezconnect Technologies,  Inc.
as of December 31, 2004, and the related  statements of  operations,  changes in
stockholders'  equity,  and cash flows for the year 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 audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  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 the results of its  operations  and its cash flows
for the year then  ended in  conformity  with  accounting  principles  generally
accepted in the United States of America.





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

February 17, 2005

                                       (F1)


<PAGE>

<TABLE>
<CAPTION>

                         REZCONNECT TECHNOLOGIES, INC.
                                 BALANCE SHEET
                               DECEMBER 31, 2004
                                   (NOTE 12)

<S>                                                                       <C>

                                     ASSETS
CURRENT ASSETS
     Cash                                                                 $     25,449
     Short-term investments                                                    528,311
     Current portion of notes receivable                                        24,240
     Accounts receivable (less allowance for
         doubtful accounts of $65,009)                                         383,033
     Loans receivable                                                          122,195
     Prepaid expenses and other current assets                                  15,312
                                                                          ------------
TOTAL CURRENT ASSETS                                                         1,098,540

PROPERTY AND EQUIPMENT (NET)                                                    73,121

GOODWILL                                                                    15,936,118

OTHER ASSETS
     Capitalized software costs, at cost (less accumulated
        amortization of $105,222)                                               79,514
     Notes receivable, less current portion                                    137,360
     Security deposits and other assets                                         10,460
                                                                          ------------
TOTAL OTHER ASSETS                                                             227,334
                                                                          ------------

TOTAL ASSETS                                                              $ 17,335,113
                                                                          ============


                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Current maturities of long-term debt                                 $     19,532
     Short-term notes payable                                                  202,342
     Accounts payable and accrued expenses                                     609,491
     Current portion of deferred revenue                                        21,026
     Commissions payable                                                       136,139
                                                                          ------------
TOTAL CURRENT LIABILITIES                                                      988,530

OTHER LIABILITIES
     Long-term debt, less current maturities                                   283,221
     Deferred revenue, less current portion                                    110,388
     Security deposits                                                          20,920
                                                                          ------------
TOTAL OTHER LIABILITIES                                                        414,529
                                                                          ------------

TOTAL LIABILITIES                                                            1,403,059

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 shares issued and outstanding                               18,976
     Additional paid-in capital in excess of par                            22,055,712
     Accumulated deficit                                                    (6,146,726)
                                                                          ------------
TOTAL STOCKHOLDERS' EQUITY                                                  15,932,054
                                                                          ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $ 17,335,113
                                                                          ============



</TABLE>


See independent auditors' report and notes to financial statements


                                      (F2)
<PAGE>
<TABLE>
<CAPTION>
                         REZCONNECT TECHNOLOGIES, INC.
                            STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 2004
                                   (NOTE 12)


<S>                                                                       <C>

REVENUE
     Franchise fees                                                       $     97,506
     Franchise service and other fees                                          716,801
     Travel products and services                                            2,056,617
     Online travel income                                                      507,508
     Advertising and other                                                       2,571
     New RTA sales                                                             231,347
     Monthly membership and maintenance fees                                   248,092
     Printing and administrative service fees                                   54,569
                                                                          ------------
                                                                             3,915,011

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

TOTAL REVENUE                                                                3,885,201

OPERATING EXPENSES
     Commissions                                                             1,669,723
     Cost of travel services and products                                      930,519
     Depreciation and amortization                                              44,502
     Franchise services and products                                           153,035
     Marketing and selling                                                      96,595
     General and administrative                                              1,246,399
                                                                          ------------
TOTAL OPERATING EXPENSES                                                     4,140,773
                                                                          ------------

LOSS FROM OPERATIONS                                                          (255,572)

OTHER INCOME (EXPENSES)
     Loss from sales of short-term investments                                  (8,458)
     Interest and dividend income                                               38,096
     Interest expense                                                          (22,596)
                                                                          ------------
TOTAL OTHER INCOME                                                               7,042
                                                                          ------------

NET LOSS                                                                  $   (248,530)
                                                                          ============

NET LOSS APPLICABLE TO COMMON STOCKHOLDERS                                $   (248,530)
                                                                          ============

LOSS PER SHARE:
     WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING                             12,135,602
                                                                          ============

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


</TABLE>



See independent auditors' report and notes to financial statements


                                      (3)


<PAGE>
<TABLE>
<CAPTION>
                         REZCONNECT TECHNOLOGIES, INC.
                             STATEMENT OF CASH FLOWS
                          YEAR ENDED DECEMBER 31, 2004
                                   (NOTE 12)


<S>                                                                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                               $   (248,530)
   Adjustments to reconcile net loss to net cash
       used by operating activities:
           Depreciation and amortization                                        37,999
           Provision for losses on accounts receivable                          60,948
           Loss from sales of short-term investments                             8,458
           Changes in assets and liabilities:
               Accounts receivable                                            (188,737)
               Prepaid expenses and other current assets                       (15,312)
               Security deposits and other assets                               (2,673)
               Accounts payable and accrued expenses                            95,804
               Deferred revenue                                               (613,938)
                                                                          ------------
NET CASH USED BY OPERATING ACTIVITIES                                         (865,981)

CASH FLOWS FROM INVESTING ACTIVITIES
           Purchases of computer software                                      (35,947)
           Principal payments received on notes and loans                      316,139
           Proceeds from sales of short-term investments                       554,804
           Purchases of short-term investments                                (359,438)
                                                                          ------------
NET CASH PROVIDED BY INVESTING ACTIVITIES                                      475,558

CASH FLOWS FROM FINANCING ACTIVITIES
           Proceeds from issuance of long-term debt                            117,084
           Proceeds from issuance of common stock                                  666
           Proceeds from contributions to capital                              235,404
                                                                          ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                      353,154
                                                                          ------------

NET DECREASE IN CASH                                                           (37,269)

CASH, BEGINNING OF YEAR                                                         62,718
                                                                          ------------

CASH, END OF YEAR                                                         $     25,449
                                                                          ============


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.  In  conjuction  with the
acquisition,  assets of $82,218 were acquired and  liabilities  of $760,891 were
assumed.

</TABLE>




See independent auditors' report and notes to financial statements


                                      (F4)
<PAGE>
<TABLE>
<CAPTION>

                         REZCONNECT TECHNOLOGIES, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                          YEAR ENDED DECEMBER 31, 2004
                                   (NOTE 12)

<S>                             <C>            <C>         <C>           <C>          <C>             <C>              <C>
                                  Series B Convertible                                  Additional
                                     Preferred Stock            Common Stock              Paid-In      Accumulated
                                -----------------------   --------------------------
                                   Shares       Amount      Shares          Amount        Capital        Deficit         Total
                                -----------    --------   ------------   -----------  ------------    ------------     -----------

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                                 -            -             -              -              -       (248,530)       (248,530)
                                -----------    --------   -----------    -----------  -------------   ------------     -----------

BALANCE AT DECEMBER 31, 2004     4,092,376     $  4,092    18,976,125    $    18,976  $  22,055,712   $ (6,146,726)   $ 15,932,054
                                ===========    ========   ===========    ===========  =============   ============     ===========



</TABLE>



See independent auditors' report and notes to financial statements





                                      (F5)
<PAGE>

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


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  Delaware corporations,  respectively  YourTravelBiz.com,  Inc.,
Rezconnect  Technologies,  Inc.  and YTB  Travel  Network,  Inc.,  each of which
becoming wholly-owned subsidiaries 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


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.
division  focuses  on  referral  marketing  to  potential  representatives.  The
Rezconnect Technologies,  Inc. division builds on-line reservation systems using
proprietary  patent  pending   applications  for  suppliers  within  the  travel
industry.  The YTB Travel Network,  Inc. division is a travel agency which books
travel  transactions,  collects  payments  and  licensing  fees,  and  pays  out
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. The Company also operates as a retail travel agency.

The Company had signed an exclusive  20-year  management  agreement  with YTB in
2002 to  provide  travel  website  hosting,  which was  modified  as part of the
Company's  acquisition of YTB. Under the terms of the modified  agreement,  fees
remain billable and are recorded as intra-company 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  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.




                        See independent auditors' report

                                       (F7)


<PAGE>

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of estimates
----------------
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the  reported  amounts  of assets and  liabilities,  and  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,  which is due upon the  execution  of a
franchise agreement, can 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  usually  upon the  receipt  of
payment.

As of December  31, 2004,  the Company has recorded a reserve  against its notes
receivable,  and  corresponding  deferred  revenue  balance,  for  approximately
$237,268 due to non-collection of balances in previous years.

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 credit card merchant of record, are recorded
when earned at their aggregate retail value. Cancellations have not historically
been material.

Advertising and other
---------------------
Advertising,  franchise  service fees and other  revenues are recognized as they
become payable.  Other revenue consists  primarily of travel related income from
the  operation  of the  Company's  retail  travel  service  and  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.

Other online income
-------------------
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 referred travel
agency ("RTA") sales and existing RTA membership fees.


                        See independent auditors' report

                                       (F8)

<PAGE>

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Concentration of credit risk
----------------------------
The  Company is subject to credit  risk  through  its cash,  trade  receivables,
short-term  investments  and notes payable.  Credit risk with respect to cash is
minimized,  as the Company maintains 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.

Financial instruments
---------------------
The Company's financial instruments include cash, trade receivables, and current
maturities  of  notes  receivable  and  payable,   for  which  carrying  amounts
approximate   fair  value  due  to  the  relatively   short  maturity  of  these
instruments.   The  carrying  value  of  the  Company's  short-term  investments
approximates fair value based on quoted market prices.

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

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 the
double-declining method 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  Statement of  Financial  Accounting  Standards  No. 115
(SFAS 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.  Realized gains and losses, determined using the first-in, first-out
(FIFO) method, are included in earnings; unrealized holding gains and losses are
reported as other  comprehensive  income in the stockholders'  equity section of
the balance sheet.








                        See independent auditors' report

                                       (F9)
<PAGE>

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Goodwill and other intangible assets
------------------------------------
Goodwill, which is the excess of cost over the fair value net assets acquired in
a  business  combination,  as well as other  intangible  assets,  are  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.

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 Financial  Accounting Standards Board ("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.

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.




                        See independent auditors' report


                                      (F10)

<PAGE>
                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Adoption of other accounting pronouncements  (continued) 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.  In 2004 the  Company  recorded an  allowance  against its notes
receivable and  corresponding  deferred revenue  balances due from  franchisees.
During the year ended  December 31,  2004,  the Company  reported an  additional
$44,543 of notes receivable from new franchisees.

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 to make no contribution for the year
2004.

Comprehensive income
--------------------
The  Company  follows  the  provisions  of  Statement  of  Financial  Accounting
Standards No. 130, "Reporting Comprehensive Income", which establishes standards
for the reporting and display of comprehensive income and its components.



                        See independent auditors' report

                                      (F11)

<PAGE>

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 to its CFO as
additional  compensation  to cover the shortfall  between the actual salary paid
and the  compensation  amount pursuant to the employment  agreement.  Such stock
compensation  covered periods served by the CFO for the Company during the years
2001 to 2004.

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

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.




                        See independent auditors' report

                                      (F12)


<PAGE>

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 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
accounts receivable and property and equipment of the Company.

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
                                        =======


                        See independent auditors' report



                                      (F13)

<PAGE>



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


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 is expected to take 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.

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.





                        See independent auditors' report


                                      (F14)


<PAGE>

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


NOTE 6 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Leases (continued)
------------------

Following  is a summary of net rental  income  for the year ended  December  31,
2004:

      Sublease rental income                         $  160,863
      Less: minimum rental expense                      138,565
                                                        -------

         Net rental income                           $   22,298
                                                       ========


Minimum future rental payments under non-cancelable  operating leases (including
the Wal-Mart location  leases),  having initial terms in excess of one year, 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:

             Year ending
            December 31,                              Amount

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

                  Total                               $ 15,828
                                                      ========




                        See independent auditors' report

                                      (F15)
<PAGE>

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


NOTE 6 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Legal Proceedings
-----------------
The Company is involved in legal  proceedings  incurred in the normal  course of
business.  At December  31,  2004,  in the opinion of  management,  there are no
proceedings  that 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.  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.

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.

NOTE 7 - STOCK OPTIONS
                                                                   Weighted-
                                                                   Average
                                                  Options         Exercise Price
                                                  -------         --------------

Outstanding at January 1, 2004                    475,000           $   1.08
  Granted                                            -                    -
  Exercised                                          -                    -
  Forfeited/Cancelled                             -------           --------
Outstanding at December 31, 2004                  475,000           $   1.08
                                                  =======           ========

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




                        See independent auditors' report


                                      (F16)

<PAGE>

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


NOTE 7 - STOCK OPTIONS (CONTINUED)

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  loss in 2004,  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,  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 statement of operations for the year ended December 31, 2004.

NOTE 9 - RELATED PARTY TRANSACTIONS

Through the year ended December 31, 2004, the Company  incurred  consulting fees
for  services  provided  by an entity  owned by the  Company's  chief  executive
officer,  who is a significant  shareholder  of the Company.  These fees totaled
approximately  $23,000  for  the  year  ended  December  31,  2004.  Under a new
employment  agreement  reached in December 2004,  such consulting fees have been
eliminated.

NOTE 10 - SEGMENT INFORMATION

The Company operated in the following three business segments in 2004: providing
and  selling   management   services  within  the  travel  industry,   including
franchising activities, developing and commercializing internet-based technology
programs and on-line travel store services.


                        See independent auditors' report


                                      (F17)

<PAGE>

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


NOTE 10 - SEGMENT INFORMATION (CONTINUED)

Summarized financial information concerning the Company's reportable segments is
shown in the following  table.  The "other" column includes  corporate items not
specifically allocated to the segments.
<TABLE>
<CAPTION>
<S>                          <C>                   <C>                <C>               <C>               <C>

---------------------------- --------------------- ------------------ ----------------- ----------------- ---------------
                                Franchise and          Internet
        Year Ended             Travel- Related        Technology       Online Travel-
     December 31, 2004            Management            Program        Store Services        Other            Total
                                   Services
---------------------------- --------------------- ------------------ ----------------- ----------------- ---------------
Revenues                     $  2,870,924          $   479,439        $ 507,508         $   57,140        $ 3,915,011
---------------------------- --------------------- ------------------ ----------------- ----------------- ---------------
Segment profit (loss)        $   (585,070)         $  (100,556)       $ 469,509         $  (39,455)       $  (255,572)
---------------------------- --------------------- ------------------ ----------------- ----------------- ---------------
Total assets                 $  1,246,360          $    79,514              -           $   73,121        $ 1,398,995
---------------------------- --------------------- ------------------ ----------------- ----------------- ---------------
Capital expenditures                    -          -                  $  45,000                -          $    45,000
---------------------------- --------------------- ------------------ ----------------- ----------------- ---------------
Depreciation and
amortization                            -                    -        $  (38,714)       $   (5,788)       $   (44,502)
---------------------------- --------------------- ------------------ ----------------- ----------------- ---------------
Interest income                         -                    -               -          $   38,096        $    38,096
---------------------------- --------------------- ------------------ ----------------- ----------------- ---------------
</TABLE>

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  capital  stock valued at
$15,257,445  (total  cost) 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 total cost of this  acquisition  exceeded the fair
value of the net assets acquired and liabilities  assumed by $15,936,118,  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
                   Short-term debt                                   (102,342)
                   Accounts payable and accrued expenses             (658,549)
                   Goodwill                                        15,936,118
                                                                   ----------
                   Allocation of total cost of acquisition     $   15,257,445
                                                                   ==========


                        See independent auditors' report



                                      (F18)
<PAGE>

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


NOTE 11 - BUSINESS COMBINATION (CONTINUED)

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. In addition,  it was, and continues to be, management's belief that
there is a larger  growth-potential  for YTB, a  referral-marketing  company, by
combining the two companies via a merger.

Goodwill in the amount of $15,936,118  was recognized as part of the acquisition
cost because nearly all of the assets  acquired were  intangible in nature.  The
estimated fair value of the identifiable assets acquired totaled $82,218.

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

The amount of goodwill 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.  Annual  tax  amortization  is  expected  to be  $1,062,408  each year
thereafter, until 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:

          o   Day-to-day  control  continues to reside in the Company with
              its Chief Executive  Officer ("CEO").
          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.


                        See independent auditors' report

                                      (F19)


<PAGE>

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


NOTE 11 - BUSINESS COMBINATION (CONTINUED)

          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:

     Total revenue                                                  $  504,198

     Total operating expenses (except depreciation and amortization)  (550,185)
     Total other income and expenses (net)                              (3,039)
                                                                    -----------
      Net loss of YTB included in the accounts of the Company       $  (49,026)
                                                                    ===========


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-


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).

                        See independent auditors' report

                                      (F20)

<PAGE>

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

NOTE 14 - SUBSEQUENT EVENTS (CONTINUED)

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.



















                        See independent auditors' report

                                      (F21)

<PAGE>





                          REZCONNECT TECHNOLOGIES, INC.

                         PRO FORMA FINANCIAL INFORMATION

                          YEAR ENDED DECEMBER 31, 2004

                                   (UNAUDITED)










<PAGE>




                          REZCONNECT TECHNOLOGIES, INC.
                   PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
                          YEAR ENDED DECEMBER 31, 2004
                                   (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  statement of operations for the
year ended  December 31, 2004 gives 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.

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 net assets  acquired and  liabilities  assumed by $15,936,118,
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 for  financial  reporting  purposes.  Instead,  the recorded  value of
goodwill will 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
     Short-term debt                                                 (102,342)
     Accounts payable and accrued expenses                           (658,549)
     Goodwill                                                      15,936,118
                                                                   ----------
        Allocation of total cost of acquisition               $    15,257,445
                                                                   ==========

The unaudited pro forma consolidated  statement of operations for the year ended
December 31, 2004 does 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.  This  unaudited  pro forma  financial
statement 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



                                      (F22)
<PAGE>


<TABLE>
<CAPTION>

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


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


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

REVENUE
     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                   -                 -          507,508
     Advertising and other                                        2,571                   -                 -            2,571
     New RTA sales                                              231,347           3,296,701                          3,528,048
     Monthly membership and maintenance fees                    248,092           3,535,302                          3,783,394
     Printing and administrative service fees                    54,569             777,614                            832,183
                                                          --------------     ---------------     -------------     ------------
                                                              3,915,011           7,609,617                 -       11,524,628

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

TOTAL REVENUE                                                 3,885,201           7,184,822                 -       11,070,023

OPERATING EXPENSES
     Commissions                                              1,669,723           4,984,429                          6,654,152
     Cost of travel services and products                       930,519                   -                 -          930,519
     Depreciation and amortization                               44,502              92,660           (75,637)(a)       61,525
     Franchise services and products                            153,035                   -                 -          153,035
     Marketing and selling                                       96,595                   -                 -           96,595
     General and administrative                               1,246,399           2,756,542                          4,002,941
                                                          --------------     ---------------     -------------     ------------
TOTAL OPERATING EXPENSES                                      4,140,773           7,833,631           (75,637)      11,898,767
                                                          --------------     ---------------     -------------     ------------

LOSS FROM OPERATIONS                                           (255,572)           (648,809)           75,637         (828,744)

OTHER INCOME (EXPENSES)
     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)
                                                          --------------     ---------------     -------------     ------------
TOTAL OTHER INCOME (EXPENSES)                                     7,042             (43,301)                -          (36,259)
                                                          --------------     ---------------     -------------     ------------

NET LOSS                                                $      (248,530)   $       (692,110)   $       75,637    $    (865,003)
                                                          ==============     ===============     =============     ============


NET LOSS APPLICABLE TO COMMON STOCKHOLDERS                                                                       $    (865,003)
                                                                                                                   ============

LOSS PER SHARE:
     WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING                                                                     12,135,602
                                                                                                                   ============

     BASIC AND DILUTED LOSS PER SHARE                                                                              $     (0.07)
                                                                                                                   ============

</TABLE>







                                      (F23)
<PAGE>









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

The accounts of  YourTravelBiz.com,  Inc. ("YTB") include its income and expense
activity for the period  January 1, 2004 through  December 7, 2004. The activity
of YTB from the date of acquisition (December 8, 2004) through December 31, 2004
is included in the 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 year ended December
          31, 2004:

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

                  Vehicles                                       5 years
                  Equipment                                      5 to 7 years
                  Furniture and fixtures                         7 years
                  Computer software                              3 years

          Allocation  of the  purchase  price  of  the  property  and  equipment
          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  depreciation  and  amortization  expense  as  if  the
              acquisition  of  YourTravelBiz.com,  Inc.  had  occurred  and been
              completed as of January 1, 2004 are as follows:

                                           Estimated     Depreciation/
                                          Useful Life    Amortization
                   Asset                    (years)        Expense

                  Vehicles                     5                     $  9,702
                  Equipment                 5 to 7                      3,131
                  Furniture and fixtures       7                        1,175
                  Computer software            3                        3,015
                                                                      -------
                                 Total                               $ 17,023
                                                                     ========

                   See notes to pro forma financial statements



                                      (24)
<PAGE>


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



 (a) Depreciation and amortization adjustments (continued)
         -----------------------------------------------------

     Depreciation and amortization expense as if the acquisition
     of YourTravelBiz.com, Inc. had occurred and been completed
     as of January 1, 2004 (as calculated on the preceding page)    $  17,023

     Amount recorded by YourTravelBiz.com, Inc.                        92,660
                                                                     --------

            Total depreciation and amortization adjustments         $ (75,637)
                                                                     =========

     The negative  depreciation and amortization  adjustment calculated
     above   occurred   as  the   result  of   pre-merger   accelerated
     depreciation methods used by YourTravelBiz.com, Inc. The pro forma
     depreciation   and  amortization  is  calculated  by  use  of  the
     straight-line method for all assets acquired.


 (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 pro forma  results of
     operations of Rezconnect Technologies, Inc.:

         New RTA sales                                           $    231,347
         Monthly membership and maintenance fees                      248,092
         Printing and administrative service fees                      54,569
                                                                    ---------
                                                                      534,008
             Less: returns and allowances                             (29,810)
                                                                    ---------

                  Total revenue adjustments                     $     504,198
                                                                    =========


 (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 pro
     forma results of operations of Rezconnect Technologies, Inc.:

         Commissions                                             $    349,784
         General and administrative                                   193,898
                                                                     --------

            Total other operating expense adjustments            $    543,682
                                                                     ========


          See notes to pro forma financial statements




                                      (f25)
<PAGE>



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


(d) Other income and expense adjustments

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


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


2.       Recurring expenses

          Commission   expenses   are   incurred   and  paid  monthly  to  sales
          representatives   based  on  a  pre-determined   formula  based  on  a
          percentage of sales.

          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  operating
          losses 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,  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 pro forma statements of operations for the year ended December 31,
          2004.







                   See notes to pro forma financial statements





                                      (F26)
<PAGE>



                          REZCONNECT TECHNOLOGIES, INC.
              NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
                    PRO FORMA FINANCIAL STATEMENT ADJUSTMENTS
                          YEAR ENDED DECEMBER 31, 2004
                                   (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
          common share assumes that  outstanding  common shares are increased by
          common  shares  issuable upon the exercise of stock options and by the
          conversion of preferred stock where their exercise or conversion would
          be dilutive.  For the year ended  December  31, 2004,  the effects any
          assumed  exercise of stock options on the 2004 loss per share would be
          anti-dilutive and,  therefore,  are not included in the calculation of
          the  Company's  loss per common share for the year ended  December 31,
          2004.

          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.
























                   See notes to pro forma financial statements






                                      (F27)








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

                                    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

                                      (11)
<PAGE>

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  Prsident 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.

     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 St. 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.


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


                                      (12)
<PAGE>

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.



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



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


                                      (13)
<PAGE>

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 suites 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.


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>

                                          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>

                                      (14)
<PAGE>

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,
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.
                                                         Series B
<TABLE>
<CAPTION>
<S>                     <C>           <C>          <C>                <C>          <C>

                        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.    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
         None

     (c) Reports on Form 8-K
         None


                                      (15)
<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 23rd day of February, 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 23rd day of February, 2005.


/s/ Michael Y. Brent        Director and                       February 23, 2005
                            Chief Executive Officer

------------------------
Michael Y. Brent



/s/ J. Lloyd Tomer          Chairman of the                    February 23, 2005
                            Board of Directors

------------------------
J. Lloyd Tomer




/s/ J. Scott Tomer          Director and President             February 23, 2005

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



/s/ J. Kim Sorensen         Director and Vice President        February 23, 2005

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



/s/ Derek Brent             Director, Secretary and            February 23, 2005
                            Chief Financial and Accounting Officer
------------------------
Derek Brent



/s/ Harold Kestenbaum       Director                           February 23, 2005

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






                                      (16)
<PAGE>

CERTIFICATIONS

I, MICHAEL Y. BRENT, certify that:

1.I have reviewed this annual report on Form 10-KSB of YTB  International,  Inc.
(successor to REZconnect Technologies, Inc.):

2.Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report; and

3.Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4.The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

     a. Designed such disclosure controls and procedures to ensure that material
     information  relating to the Registrant,  is made known particularly during
     the period in which this annual report is being prepared.

     b. Evaluated the effectiveness of the Registrant's  disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     annual report (the "Evaluation Date") and

     c. Presented in this annual report, our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     evaluation date.

5. The Registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the Registrant's auditors and the audit committee of
the Registrant's board of directors.

     a.All  significant  deficiencies  in the design or  operation  of  internal
     controls which could adversely affect the  Registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     Registrant's auditors any material weaknesses in internal controls; and

     b.Any fraud,  whether or not material,  that  involves  management or other
     employees  who  have  a  significant  role  in  the  Registrant's  internal
     controls; and

6. The Registrant's other certifying officers and I have indicated that there
were no significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

Date: 2/23/05

/s/ Michael Y. Brent

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

[signature]

Director and Chief Executive Officer

CERTIFICATIONS



<PAGE>


I, DEREK J. BRENT, certify that:

1.I have reviewed this annual report on Form 10-KSB of YTB  International,  Inc.
(successor to REZconnect Technologies, Inc.):

2.Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report; and

3.Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4.The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

     a. Designed such disclosure controls and procedures to ensure that material
information  relating to the Registrant,  is made known particularly  during the
period in which this annual report is being prepared.

     b. Evaluated the effectiveness of the Registrant's  disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date") and

     c. Presented in this annual report, our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     evaluation date.

5. The Registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the Registrant's auditors and the audit committee of
the Registrant's board of directors.

     a.All  significant  deficiencies  in the design or  operation  of  internal
     controls which could adversely affect the  Registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     Registrant's auditors any material weaknesses in internal controls; and

     b.Any fraud,  whether or not material,  that  involves  management or other
     employees  who  have  a  significant  role  in  the  Registrant's  internal
     controls; and

6. The Registrant's other certifying officers and I have indicated that there
were no significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

Date: 2/23/05

/s/ Derek J. Brent

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

[signature]

Director

Chief Financial and Accounting Officer