UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549






                             10-QSB Amendment No. 3




[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the quarterly period ended March 31, 2005 .


[ ]  Transition  Report  Pursuant  to Section  13 or 15(d) of the  Securities
     Exchange  Act of 1934 For the  transition  period from  _______________  to
     ______________

                         Commission File Number: 0-18412


                             YTB International, Inc.
                     (Formerly REZCONNECT TECHNOLOGIES, INC)
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

          Delaware                                         20-181181
 -------------------------------             -----------------------------------
 (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
                                                         --------------

                                       N/A
           -----------------------------------------------------------
           (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 March 31, 2005 was approximately $14,280,000.

     Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. As of March 31,
2005, there were 23,156,653 shares of Common Stock, par value $.001 per share
outstanding.

<PAGE>

                                   FORM 10-QSB
                        Three MONTHS ENDED MARCH 31, 2005
                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                              Page
                                                                            ----


Item 1.  Financial Statements (unaudited)
           Independent Registered Public Accounting Firm's Review Report.......1
           Consolidated Balance Sheets ........................................2
           Consolidated Statements of Operations...............................4
           Consolidated Statements of Changes in Stockholders' Equity..........5
           Consolidated Statements of Cash Flows...............................6
           Notes To Financial Statements ......................................7
           Independent Registered Public Accounting Firm's Report
           on Supplementary Information ......................................24
           Supplementary Information
           Consolidated Schedules of General and Administrative Expenses......25





Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations........................26


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings          ..........................................34
Item 2.  Changes in Securities and Use of Proceeds............................34
Item 3.  Defaults Upon Senior Securities......................................34
Item 4.  Submission of Matters to a Vote of Security Holders..................34
Item 5.  Other Information          ..........................................34
Item 6.  Exhibits and Reports on Form 8-K.....................................35
         Signatures...........................................................35
















<PAGE>
PART I - FINANCIAL INFORMATION











                             YTB INTERNATIONAL, INC.
                    (FORMERLY REZCONNECT TECHNOLOGIES, INC.)
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS
                          AND SUPPLEMENTARY INFORMATION

                   THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (UNAUDITED)



<PAGE>


                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS

                   THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (UNAUDITED)





                                                                         Page(s)
                                                                         -------

Independent Registered Public Accounting Firm's Review Report                1

Financial Statements

       Consolidated Balance Sheets                                         2 - 3

       Consolidated Statements of Operations                                 4

       Consolidated Statements of Changes in Stockholders' Equity            5

       Consolidated Statements of Cash Flows                                 6

Notes to Financial Statements                                             7 - 23

Independent Registered Public Accounting Firm's Report
       on Supplementary Information                                         24

Supplementary Information

       Consolidated Schedules of General and Administrative Expenses        25




















<PAGE>









             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Boards of Directors and Stockholders of
 YTB International, Inc. and Subsidiaries
Englewood Cliffs, New Jersey

We have reviewed the  accompanying  interim  consolidated  balance sheets of YTB
International, Inc. (formerly Rezconnect Technologies, Inc.) and subsidiaries as
of March 31, 2005 and 2004, and the related interim  consolidated  statements of
operations,  changes in stockholders' equity, and cash flows for the three-month
periods then ended. These interim financial statements are the responsibility of
the Company's management.

We conducted our reviews in accordance  with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  A review of  interim  financial
information  consists  principally of applying analytical  procedures and making
inquiries of persons  responsible  for financial and accounting  matters.  It is
substantially  less in scope  than an audit  conducted  in  accordance  with the
standards of the Public Company  Accounting  Oversight  Board,  the objective of
which is the expression of an opinion  regarding the financial  statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying interim  consolidated  financial statements for them
to be in conformity with U.S. generally accepted accounting principles.


We have  previously  audited,  in accordance with auditing  standards  generally
accepted in the United States of America,  the consolidated balance sheet of YTB
International, Inc. (formerly Rezconnect Technologies, Inc.) and subsidiaries as
of December 31, 2004,  and the related  consolidated  statements of  operations,
changes  in  stockholders'  equity,  and cash flows for the year then ended (not
presented  herein);  and in our reissued report dated May 31, 2005, we expressed
an unqualified opinion on those consolidated financial statements.





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

Fairfield, New Jersey


August 25, 2005


                                       (1)

<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                            MARCH 31, 2005 AND 2004
                                  (UNAUDITED)
                                     ASSETS
<TABLE>
<CAPTION>
<S>                                                                             <C>             <C>

                                                                                     2005           2004
                                                                                ------------    ------------

 CURRENT ASSETS
      Cash ..................................................................   $  1,567,831    $     43,866
      Available-for-sale securities .........................................      1,484,231         709,831
      Current portion of notes receivable ...................................         52,766         112,748
      Accounts receivable (less allowance for doubtful
          accounts of $65,009 in 2005 and $74,061 in 2004) ..................        389,167         261,625
      Loans receivable ......................................................        336,359            --
      Current portion of prepaid commissions ................................      2,060,514            --
      Other current assets ..................................................        301,765            --
                                                                                ------------    ------------
 TOTAL CURRENT ASSETS .......................................................      6,192,633       1,128,070

 PROPERTY AND EQUIPMENT (NET) ...............................................         70,381            --

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

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

 OTHER ASSETS
      Capitalized software costs (less accumulated amortization
         of $113,480 in 2005 and $65,670 in 2004) ...........................         62,159          68,082
      Notes receivable, less current portion ................................        300,009         638,908
      Prepaid commissions, less current portion .............................      2,283,409            --
      Security deposits and other assets ....................................         10,460          13,133
                                                                                ------------    ------------
 TOTAL OTHER ASSETS .........................................................      2,656,037         720,123
                                                                                ------------    ------------

 TOTAL ASSETS ...............................................................   $ 24,688,502    $  1,848,193
                                                                                ============    ============


                 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES
      Current maturities of long-term debt ..................................   $     49,340    $     18,738
      Short-term notes payable ..............................................         97,962            --
      Accounts payable and accrued expenses .................................        575,846         103,090
      Current portion of deferred revenue ...................................      2,080,226         112,061
      Other current liabilities .............................................         12,016            --
                                                                                ------------    ------------
 TOTAL CURRENT LIABILITIES ..................................................      2,815,390         233,889


 OTHER LIABILITIES
      Long-term debt, less current maturities ...............................      1,949,646        297,942
      Deferred revenue, less current portion ................................      2,495,111         635,013
      Security deposits .....................................................         20,920          26,266
                                                                                ------------    ------------
 TOTAL OTHER LIABILITIES ....................................................      4,465,677         959,221
                                                                                ------------    ------------

 TOTAL LIABILITIES ..........................................................      7,281,067       1,193,110

 STOCKHOLDERS' EQUITY
      Common stock, par value $.001; 50,000,000 and 20,000,000 shares
          authorized; 24,094,153 and 10,879,983 shares issued and outstanding         24,094          10,880
      Additional paid-in capital in excess of par ...........................     23,592,063       6,574,385
      Accumulated deficit ...................................................     (6,207,063)     (5,930,182)
      Accumulated other comprehensive income ................................         (1,248)           --
                                                                                ------------    ------------
 TOTAL STOCKHOLDERS' EQUITY .................................................     17,407435         655,083
                                                                                ------------    ------------


 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .................................   $ 24,688,502    $  1,848,193
                                                                                ============    ============

</TABLE>


 See independent accountants' review report and notes to financial statements

                                     (2)


<PAGE>
                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               DECEMBER 31, 2004
                                   (AUDITED)



                                     ASSETS

CURRENT ASSETS
    Cash                                                    $       25,449
    Available-for-sale securities                                  528,311
    Current portion of notes receivable                             24,240
    Accounts receivable (less allowance for
        doubtful accounts of $65,009)                              383,033
    Current portion of prepaid commissions                       1,716,958
    Loans receivable                                               122,195
    Other current assets                                            15,312
                                                              -------------
TOTAL CURRENT ASSETS                                             2,815,498

PROPERTY AND EQUIPMENT (NET)                                        73,121

INTANGIBLE ASSETS (NET)                                          6,458,333

GOODWILL                                                         9,436,118

OTHER ASSETS
    Capitalized software costs (less accumulated
       amortization of $105,222)                                    79,514
    Notes receivable, less current portion                         137,360
    Prepaid commissions, less current portion                    1,845,936
    Security deposits and other assets                              10,460
                                                              -------------
TOTAL OTHER ASSETS                                               2,073,270
                                                              -------------
TOTAL ASSETS                                                $   20,856,340
                                                              =============


 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                          743,743
    Current portion of deferred revenue                          1,737,984
                                                              -------------
TOTAL CURRENT LIABILITIES                                        2,703,601

OTHER LIABILITIES
    Long-term debt, less current maturities                        283,221
    Deferred revenue, less current portion                       1,956,324
    Security deposits                                               20,920
                                                              -------------
TOTAL OTHER LIABILITIES                                          2,260,465
                                                              -------------

TOTAL LIABILITIES                                                4,964,066

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                                         (6,186,506)
                                                              -------------
TOTAL STOCKHOLDERS' EQUITY                                      15,892,274
                                                              -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $   20,856,340
                                                              =============



  See independent accountants' review report and notes to financial statements



                                      (3)

<PAGE>

<TABLE>
<CAPTION>


                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                  (UNAUDITED)

<S>                                                     <C>             <C>

                                                                2005            2004
                                                        ------------    ------------

 REVENUE
     Commissions ....................................   $    233,185    $       --
     Franchise fees .................................          2,139           3,745
     Franchise service and other fees ...............         74,273         139,542
     Travel products and services ...................        784,105         325,794
     Online travel income ...........................        184,441         106,953
     Advertising and other ..........................         39,927           2,349
     New RTA sales ..................................        513,602            --
     Monthly maintenance fees .......................      1,449,456            --
     Printing and administrative service fees .......        395,879            --
                                                        ------------    ------------
 GROSS REVENUE ......................................      3,677,007         578,383

 LESS: RETURNS AND ALLOWANCES .......................        129,813            --
                                                        ------------    ------------

 NET REVENUE ........................................      3,547,194         578,383


 OPERATING EXPENSES
     Commissions ....................................      1,111,303         199,807
     Cost of travel services and products ...........        532,634          80,108
     Depreciation and amortization ..................        145,347          11,112
     Marketing and selling ..........................           --            14,874
     General and administrative .....................      1,523,002         302,064
                                                        ------------    ------------
 TOTAL OPERATING EXPENSES ...........................      3,312,286         607,965
                                                        ------------    ------------

 INCOME (LOSS) FROM OPERATIONS ......................        234,908         (29,582)

 OTHER INCOME (EXPENSES)
     Gain (loss) from sales of short-term investments         (5,671)            536
     Interest and dividend income ...................          7,228           3,314
     Interest expense ...............................       (255,047)         (5,297)
                                                        ------------    ------------
 TOTAL OTHER EXPENSES ...............................       (253,490)         (1,447)
                                                        ------------    ------------

 (LOSS) BEFORE INCOME TAXES....... ..................        (18,582)         (31,029)

 INCOME TAXES .......................................          2,386             957
                                                        ------------    ------------

 NET(LOSS)........ ..................................   $    (20,968)    $    (31,986)
                                                        ============    ============

 NET (LOSS) APPLICABLE TO COMMON STOCKHOLDERS           $    (20,968)    $    (31,986)
                                                        ============    ============

 BASIC (LOSS) PER SHARE:
     WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING .....     22,760,206       9,912,983
                                                        ============    ============

     BASIC (LOSS) PER SHARE ........................   $      (0.00)    $      (0.00)
                                                        ============    ============

 DILUTED  (LOSS) PER SHARE:
     WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
         AND DILUTIVE POTENTIAL COMMON SHARES .......     22,760,206       9,912,983
                                                        ============    ============

     DILUTED. (LOSS) PER SHARE .....................   $      (0.00)    $      (0.00)
                                                       ============    ============

</TABLE>

 See independent accountants' review report and notes to financial statements

                                     (4)


<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                   THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                  (UNAUDITED)

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


                                  Series B Convertible                                  Additional                       Total
                                     Preferred Stock            Common Stock              Paid-In      Accumulated    Stockholders'
                                -----------------------   --------------------------
                                   Shares       Amount      Shares          Amount        Capital        Deficit         Equity
                                -----------    --------   ------------   -----------  ------------    ------------     -----------
BALANCE AT JANUARY 1, 2005        4,092,376  $    4,092     18,976,125   $    18,976  $ 22,055,712  $   (6,186,506)  $  15,892,274


CONVERSION OF PREFERRED STOCK
     TO COMMON STOCK             (4,092,376)     (4,092)     4,092,376         4,092           -               -              -

ALLOCATION OF PROCEEDS FROM
ISSUANCE OF CONVERTIBLE DEBT                                                               706,000             -           706,000

COMMON SHARES ISSUED
     FOR SERVICES                    -              -           88,152            88        81,289             -           81,377

COMMON SHARES ISSUED
     THROUGH PRIVATE
     PLACEMENT MEMORANDUM            -              -          937,500           938       749,062             -           750,000

UNREALIZED HOLDING LOSSES
     ARISING DURING THE PERIOD       -              -              -              -              -             -            (1,248)

NET LOSS                             -              -              -              -              -         (20,968)        (20,968)
                                -----------   --------- ------------    -----------    ------------    ------------   --------------

BALANCE AT MARCH 31, 2005            -       $      -       24,094,153   $    24,094  $ 23,592,063    $  (6,207474) $   17,407,435
                                ===========   =========   ============   ===========  ============    ============  ==============




BALANCE AT JANUARY 1, 2004           -       $      -       10,879,983        10,880  $  6,574,385 $    (5,898,196)  $     687,069

NET LOSS                             -              -              -             -              -          (31,986)        (31,986)
                                -----------   ---------   ------------   -----------    ------------    ------------  --------------

BALANCE AT MARCH 31, 2004            -       $      -       10,879,983   $    10,880  $  6,574,385  $    (5,930,182) $     655,083
                                ===========   =========   ============   ===========    ============    ============  ==============


</TABLE>

 See independent accountants' review report and notes to financial statements


                                     (5)

<PAGE>
                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                  (UNAUDITED)


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

                                                                            2005           2004
                                                                     -----------    -----------


CASH FLOWS FROM OPERATING ACTIVITIES
  Net  (loss) ....................................................   $   (20,968)    $   (31,986)
  Adjustments to reconcile net  (loss) to net cash
      provided (used) by operating activities:
         Depreciation and amortization ...........................       145,347         11,112
         Common shares issued for services .......................        81,377           --
         Loss (gain) from sales of short-term investments ........         5,671           (536)
         Amortization of debt discount                                   235,333           --
         Changes in assets and liabilities:
             Increase in accounts receivable .....................        (6,134)        (6,381)
             Increase in prepaid commissions .....................      (781,029)          --
             Increase in other current assets ....................      (286,453)          --
             Decrease in accounts payable and accrued expenses ...      (167,897)        (2,685)
             Increase in revenue received in advance .............       881,029          1,722
             Increase in other current liabilities ...............        11,764           --
                                                                     -----------    -----------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES..................        98,040        (28,754)

CASH FLOWS FROM INVESTING ACTIVITIES
         Payment for software license fee and costs of development          --           (6,726)
         Proceeds from sales of short-term investments ...........       172,042         22,840
         Investments in marketable securities ....................    (1,134,881)          --
         Loans to franchisees and others, net ....................      (405,339)        (1,722)
                                                                     -----------    -----------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES .................    (1,368,178)        14,392

CASH FLOWS FROM FINANCING ACTIVITIES
         Proceeds from issuance of long-term debt ................     2,140,721           --
         Proceeds from issuance of common stock ..................       750,000           --
         Principal payments on debt ..............................       (78,201)        (4,490)
                                                                     -----------    -----------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES .................     2,812,520         (4,490)
                                                                     -----------    -----------

NET INCREASE (DECREASE) IN CASH ..................................     1,542,382        (18,852)

CASH, BEGINNING OF PERIOD ........................................        25,449         62,718
                                                                     -----------    -----------

CASH, END OF PERIOD ..............................................   $ 1,567,831    $    43,866
                                                                     ===========    ===========




Supplemental disclosure of cash flow information:
Cash paid during the period for:
  Interest .......................................................   $    19,714    $     5,297
  Income taxes ...................................................   $     2,386    $       957




</TABLE>
 See independent accountants' review report and notes to financial statements


                                     (6)


<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS


YTB  International,  Inc. ("YTBL",  or the "Company") and its three wholly-owned
subsidiaries,  YourTravelBiz.com,  Inc. ("YTB"),  Rezconnect Technologies,  Inc.
("Rezconnect") and YTB Travel Network, Inc. ("YTB Travel"), (sometimes hereafter
collectively referred to as the "Company"),  are the entities that resulted from
a  corporate  reorganization  that took place on January 4, 2005.  On that date,
YTBL re-incorporated in the State of Delaware,  while simultaneously effecting a
name change, by means of a "downstream merger" between itself (then incorporated
in the State of New York under its former name of Rezconnect Technologies, Inc.,
hereinafter  referred to as "the former  Rezconnect" when incorporated as such),
and a Delaware  corporation named YTB International,  Inc. YTBL then changed its
name to YTB International, Inc. following the merger of the two entities.


On December 8, 2004, prior to the January 4, 2005 merger that formed the current
YTB International,  Inc., the former Rezconnect 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 former Rezconnect  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.


On  January  4,  2005,  subsequent  to the New York  merger  between  the former
Rezconnect   and  YTB,  the  assets  of  this  combined   entity  were  assigned
respectively  to three  newly-organized  privately-held  Delaware  corporations,
respectively  YourTravelBiz.com,  Inc.,  Rezconnect  Technologies,  Inc. and YTB
Travel Network, Inc., with each new entity becoming a wholly-owned subsidiary of
the former Rezconnect on that date. It was also on this date,  subsequent to the
merger  between  the  former  Rezconnect  and YTB,  that YTBL was formed via the
Delaware  merger  discussed  above. As a consequence of this Delaware merger and
associated re-incorporation,  YTBL became the successor to the former Rezconnect
Technologies,   Inc.  and  its  three  aforementioned  subsidiaries,  with  each
subsidiary becoming a wholly-owned subsidiary of YTBL on January 4, 2005.


Following the  re-incorporation  of the former Rezconnect to the now current YTB
International,  Inc.,  and  a  corresponding  increase  in  the  number  of  its
authorized  common  shares  from  20,000,000  to  50,000,000,  each share of the
aforementioned Series B convertible preferred stock was converted into one share
of YTBL common stock on January 9, 2005.


The Company  provides  internet-based  travel-related  services and  technology,
which offers  proprietary  reservation  systems for the travel and entertainment
industry,  and 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 provides  services to customers  located primarily in the United States,
and maintains its corporate  headquarters in the State of New Jersey. Two of its
subsidiaries maintain administrative offices in the State of Illinois.


                   See independent accountants' review report


                                       (7)
<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS (CONTINUED)


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


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


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


The former Rezconnect had signed an exclusive 20-year management  agreement with
YTB in 2002 to provide  travel website  hosting to YTB. Upon its  acquisition of
YTB in December  2004,  the contract  language  was  modified to  eliminate  the
20-year  exclusivity  clause.  No other contract  terms or clauses  changed as a
result of the merger.  Fees remain  billable  as per the  original  terms of the
agreement. Such fees are recorded as intercompany transactions and eliminated in
consolidation.

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 consolidation
----------------------
The accompanying  consolidated  financial statements include the accounts of YTB
International, Inc. and its three wholly-owned subsidiaries,  YourTravelBiz.com,
Inc., Rezconnect Technologies, Inc. and YTB Travel Network, Inc. All significant
intercompany accounts and transactions have been eliminated in consolidation.

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

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


                   See independent accountants' review report


                                       (8)
<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

Franchise fees
--------------
Payment of an initial  franchise  fee is due upon the  execution  of a franchise
agreement with the franchisee.  Such franchise fees are charged for the right of
the  franchisee  to conduct  business  by the use of  resources  provided by the
Rezconnect  subsidiary.  Payment  may be in the form of cash or  notes,  or in 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,  the  culmination  of which is
generally upon the receipt of payment.  Such conditions include the selection of
a  site  location  by  the  franchisee   and  the  subsequent   execution  of  a
corresponding   lease  agreement.   The  associated   rights  of  customers  and
Rezconnect's  obligations  over the period of the  relationship are described in
detail in the master franchise agreement. Such franchise fees are non-refundable
once a site location has been selected by the franchisee.


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



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


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

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

                   See independent accountants' review report

                                       (9)


<PAGE>

                   YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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



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



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

Expense recognition of commission costs
---------------------------------------

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


Concentration of credit risk
----------------------------
The  Company is subject to credit  risk  through  its cash,  trade  receivables,
short-term investments and notes receivable. Credit risk with respect to cash is
minimized,  as deposits are maintained in accounts insured up to $100,000 by the
Federal  Deposit  Insurance  Corporation.  Credit  risk  with  respect  to trade
receivables  is minimized due to the nature of its customer base and  geographic
dispersion  of  such   customers.   Short-term   investments  are  placed  in  a
highly-rated  mutual bond fund to minimize credit risk. As of March 31, 2005 the
Company's uninsured cash balances totaled $1,044,278.

                   See independent accountants' review report

                                      (10)
<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

Goodwill and other intangible assets
------------------------------------
Goodwill,  which  is the  excess  of cost  over the  fair  value  of net  assets
(including  identifiable  intangibles)  acquired in a business  acquisition,  is
stated at  historical  cost less  accumulated  amortization.  Goodwill  had been
amortized on a straight-line basis over a five-year period until the adoption of
SFAS No.  142,  "Goodwill  and Other  Intangible  Assets",  on  January 1, 2002.
Pursuant to this financial  accounting  standard,  amortization  of goodwill has
been discontinued for financial  accounting  reporting purposes,  but is instead
tested for impairment on an annual basis. With respect to recognized  intangible
assets other than  goodwill,  such assets with finite useful lives are amortized
over their  useful  lives,  while  assets with  indefinite  useful lives are not
amortized. All intangible assets are likewise tested for impairment on an annual
basis.
Advertising costs
-----------------
Pursuant to the  provisions of Statement of Position  ("SOP") No. 93-7 issued by
the American  Institute of Certified  Public  Accountants,  the Company expenses
advertising costs as incurred.
Adoption of other accounting pronouncements
-------------------------------------------
In June 2001, the FASB issued SFAS No. 141,  "Business  Combinations".  SFAS No.
141 supersedes the accounting and reporting  requirements  under APB Opinion No.
16,  "Business  Combinations",  by requiring that only the "purchase  method" be
used to account  for  business  combinations.  More  specifically,  SFAS No. 141
discusses  the  application  of the purchase  method as it relates to a business
combination effected through an exchange of equity interests.  Accordingly,  the
provisions of SFAS No. 141 have been adopted and employed in connection with the
merger between the former Rezconnect  Technologies,  Inc. and YourTravelBiz.com,
Inc. on December 8, 2004, as described in Note 1.



                   See independent accountants' review report


                                      (11)

<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Adoption of other accounting pronouncements (continued)
-------------------------------------------------------

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

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

Accounts and notes receivable
-----------------------------
The Company  reflects  both accounts and notes  receivable at their  outstanding
principal  balances as of the balance sheet date, as adjusted by any charge-offs
or allowances established as a reserve for potentially uncollectible accounts.

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,  when
the amount of such comprehensive income is considered to be material.


                   See independent accountants' review report

                                      (12)
<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Profit-sharing plan
-------------------
The Company  sponsors a  profit-sharing  plan,  which is a defined  contribution
pension plan, for all eligible employees. All employees who have completed 1,000
hours of service during the plan year may participate. Contributions are accrued
and paid out of the Company's current profits at the discretion of the Company's
Board of  Directors.  Employees  may make  voluntary  contributions,  subject to
statutory  limitations.  The Company elected not to make any plan  contributions
during the three-month periods ended March 31, 2005 and 2004.

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


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

Basic earnings (or loss) per share is based on the weighted-average number of
common shares outstanding. Diluted earnings (or loss) per share assumes that
outstanding common shares are increased by common shares issuable upon the
exercise of stock options and warrants, and by the conversion of preferred
stock, where such exercise or conversion would be dilutive. For the three-month
period ended March 31, 2005, the effect on the basic loss per share by the
incremental shares issued from the assumed exercise of stock options and
warrants (amounting to 1,821,711 shares, as determined by use of the "treasury
stock method" prescribed by FASB Statement No. 128) would be anti-dilutive and,
therefore, are not included in the calculation of the Company's diluted loss per
share for that period. Such incremental increase in the number of common shares
would also have an anti-dilutive effect on the basic loss per share for the
three-month period ended March 31, 2004.




                   See independent accountants' review report

                                      (13)
<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Earnings (loss) per share (continued)
-------------------------------------
As discussed in Note 1, there were 4,092,376 shares of (the former Rezconnect's)
Series B  convertible  preferred  stock  issued  on  December  8, 2004 that were
subsequently  converted  into  (YTBL)  common  shares on January 9, 2005.  These
preferred shares, however, 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 are or will be included in the calculation
of the Company's  earnings (loss) per common share for all periods  presented on
and after December 8, 2004.

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 11), 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.

Marketing compensation plan
---------------------------

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



NOTE 3 - LONG-TERM DEBT

On January 11, 2002, as a result of the events of September 11, 2001, the former
Rezconnect   borrowed   $324,500   from  the  United   States   Small   Business
Administration ("SBA") under its disaster relief program.  Payments were to have
initially commenced in January 2003. However,  the SBA extended the commencement
date into  November  2003.  The loan is repayable via a monthly  installment  of
$2,607,  including  interest at 4% per annum,  through October 2017. The loan is
personally   guaranteed  by  the  Company's  Chief  Executive  Officer,  and  is
collateralized  by the accounts  receivable  and  property and  equipment of the
Company. The outstanding loan balance as of March 31, 2005 and 2004 was $294,932
and $316,680, respectively.



                   See independent accountants' review report

                                      (14)
<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)



NOTE 3 - LONG-TERM DEBT (CONTINUED)

As of March 31,  2005,  the  Company  had  outstanding  notes  payable  totaling
$140,721 due to two of its officers who had advanced  funds to the Company.  The
notes are  unsecured and bear interest at the  prevailing  prime rate.  The note
provisions contain no set terms of repayment.

During 2004, the former Rezconnect acquired a software license right to conduct
its online franchise business. The total cost of this software license right was
$45,000. An option to make installment payments of $9,000 per year for five
years, at the prevailing rate of interest, was granted by the provider. The note
is secured by various Company assets. The outstanding balance due on this note
totaled $34,000 as of March 31, 2005.


During January 2005, the former Rezconnect entered into an agreement with an
investor to raise an additional $2,000,000 of capital via a convertible term
note ("Note"), together with any accrued and unpaid interest thereon, maturing
on January 26, 2008. The Note was superior to the subordinate SBA loan of
approximately $300,000 on Rezconnect. The terms of the Note include the
provision under the associated payment schedule that the Note is to pay interest
only during the first six months, with principal and interest payments beginning
in August 2005. In addition, the Note is required to be paid in full within 30
months (by January 2008) unless the investor chooses to exercise the
convertibility feature of the stock sooner (which the investor has the right to
do under the terms of the agreement). Such Note was executed and subordinated on
February 7, 2005.

Under the terms of the associated agreement, repayment is to be made either in
the form of cash or stock, or in a combination thereof, based on the trading
price of the stock at each due date level. The Note bears interest equal to the
prevailing "prime rate", plus three percent (3%). The interest rate has an eight
percent (8%) floor. The Company will receive a downward interest adjustment on
the interest rate on the outstanding loan balance if the stock of the Company
increases as follows: for each twenty five percent (25%) increase in stock price
value above the fixed conversion price of $0.80 for the first 1,250,000 shares,
and $1.25 for the second 800,000 shares, the interest will be reduced for that
payment period by 50 basis points (0.50%).

The minimum amount that can be converted into shares of common stock of the
Company is subject to two conditions. The first is that the stock must be
trading in an amount equal to 110% of the fixed conversion price (which, for the
first 1,250,000 shares, is $0.80 per share). Therefore, the stock must trade
above $0.88 per share and the amount of such conversion may not exceed twenty
five percent (25%) of the aggregate dollar trading volume of the stock for the
twenty two (22)- day trading period immediately preceding the applicable
repayment date. The second condition requires that any amount due on a repayment
date that the investor has not been able to convert into shares of common stock
due to the failure to meet the conversion criteria, shall be paid in cash by the
Company at the rate of 102% of the monthly amount otherwise due on such
repayment due date.


                   See independent accountants' review report
                                      (15)
                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)


The Company has the option of prepaying this Note ("Optional Redemption") by
paying to the investor the sum of money equal to one hundred thirty percent
(130%) of the principal amount of the Note at any time, based on the outstanding
amount due plus any accrued interest. The investor has the right, in its sole
discretion, to accept the cash payment or to exercise the right to take all
stock, or stock and cash, by notifying the Company within seven (7) days of the
Optional Redemption notice.

Under the agreement, the Company is required to make monthly principal payments
to the holder on each repayment date, each in the amount of $66,667 together
with any accrued and unpaid interest to date. If the stock is trading at or
above 110% of the fixed conversion price stated above, and the average dollar
trading volume does not exceed 25% of the last twenty two (22) trading days, the
Company would then be permitted to make payment in stock at a value of $66,667
divided by $0.80, or 83,333 shares of common stock, plus accrued interest.

The warrants issued with the Note are based on providing shares convertible into
common stock at $1.58 for the first 400,000 shares and $1.72 for the remaining
400,000 shares. The investor is permitted to convert these shares anytime
between the date of registration of the shares on the associated Form SB-2 and
January 26, 2012. Such exercise price is determined by averaging the closing bid
and asked prices reported for the last business day immediately preceding the
exercise date.

The Company is liable under the terms of this agreement for the approximate
maximum amount of $340,005 of principal and accrued interest in 2005, should the
quoted market price of its stock fall below $0.88 per share. Such maximum
liability would approximate $816,013, plus accrued interest, per year in years
2006 and beyond if the quoted market price of its stock were to fall below $0.88
on the first 1,250,000 shares converted and $1.375 on the second 800,000 shares
converted.

This convertible Note contains a beneficial conversion feature, as the debt may
be convertible into common stock at fixed-dollar conversion prices as of the
commitment date (February 1, 2005) that were lower than the market price of the
common stock on that same date. The date of earliest conversion is August 1,
2005. In applying the provisions of EITF Issue No. 98-5 and No. 00-27, the
intrinsic value of the beneficial conversion feature, or debt discount, has been
calculated to be $706,000. This debt discount is being recognized as interest
expense over the six-month period February 1, 2005 through July 31, 2005, at a
monthly amortization of $117,667.


Minimum  principal  payments  of  long-term  debt as of  March  31,  2005 are as
follows:


      Twelve months
     ending March 31,                               Amount
     ----------------                               ------

           2006                              $      49,340
           2007                                     20,328
           2008                                     21,156
           2009                                     22,018
           2010                                     22,915
           Thereafter                            1,863,229
                                                 ---------

           Total                             $   1,998,986
                                                 =========






                   See independent accountants' review report


                                      (16)

<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)



NOTE 4 - SHORT-TERM OBLIGATIONS

The former  Rezconnect  assumed the  short-term  debt of its acquired  entity on
December 8, 2004. Following are the principal amounts payable on such short-term
debt as of March 31, 2005:

---------------------------------------------------- ---------------------------
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.                                             $    41,960

---------------------------------------------------- ---------------------------
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.                                                      56,002
                                                                        -------
---------------------------------------------------- ---------------------------
---------------------------------------------------- ---------------------------
   Total                                                            $   97,962
                                                                        ======
---------------------------------------------------- ---------------------------



NOTE 5 - COMMITMENTS

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

Following is a summary of net rental income (expense) for the three months ended
March 31, 2005 and 2004:


                                          2005           2004
                                         ------         ------

    Sublease rental income           $   37,569     $   44,887
    Less: minimum rental expense         31,440         51,240
                                         ------         ------

       Net rental income (expense)   $    6,129     $   (6,353)
                                        =======        =======

                   See independent accountants' review report


                                      (17)


<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

NOTE 5 - COMMITMENTS (CONTINUED)
Minimum future rental payments under non-cancelable  operating leases (including
the Wal-Mart location  leases),  having remaining terms in excess of one year as
of March 31, 2005 are as follows:

     Twelve months
    ending March 31,        Headquarters      Wal-Mart Locations
    ----------------        ------------      ------------------

      2006                  $    46,815             $  147,876
      2007                       46,875                147,876
      2008                       46,890                147,876
                               --------              ----------

            Total           $   140,580             $  443,628
                               ========               ========

Other Lease
-----------
The former  Rezconnect  assumed a lease of its acquiree for copy machines  under
non-cancelable  operating leases expiring in calendar year 2006.  Future minimum
payments in excess of one year are approximated as follows:
                     Twelve months
                    ending March 31,                   Amount
                    ----------------                   ------

                         2006                      $    7,914
                         2007                           5,936
                                                      -------

                             Total                  $  13,850
                                                       ======

Legal Proceedings
-----------------
The Company is involved in legal  proceedings  incurred in the normal  course of
business.  In  the  opinion  of the  Company's  legal  counsel,  there  were  no
proceedings as of March 31, 2005 or 2004 where the results of which would have a
material effect on the financial position of the Company if adversely decided.

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

                   See independent accountants' review report


                                      (18)


<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)



NOTE 6 - STOCK OPTIONS


The  number  of stock  options  outstanding  as of March  31,  2005 and 2004 was
475,000,  with a  weighted-average  exercise  price of $1.08.  No  options  were
granted,  exercised,  forfeited or canceled during the three month periods ended
March 31, 2005 and 2004.

A summary of stock options  outstanding and exercisable as March 31, 2005 are as
follows:

--------- ------------ -------------- -------------- ----------- ---------------
                          Options     Outstanding       Options    Exercisable
--------- ------------ -------------- -------------- ----------- ---------------
                          Weighted-     Weighted-                  Weighted-
Exercise     Number        Average       Average       Number       Average
  Price   Outstanding  Remaining Life Exercise Price Exercisable Exercise Price
--------- ------------ -------------- -------------- ----------- ---------------
--------- ------------ -------------- -------------- ----------- ---------------
$1.00     410,000      5 Years        $1.00          351,000     $1.00
--------- ------------ -------------- -------------- ----------- ---------------
$2.00       65,000     5 Years        $2.00           45,000     $2.00
--------- ------------ -------------- -------------- ----------- ---------------

The fair value of the options  granted for the three months ended March 31, 2005
and 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-



NOTE 7 - INCOME TAXES

As a  result  of the  Company's  operating  losses  in 2004 and  2003,  and loss
carryforwards available in 2005, 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 March 31, 2005 and 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  statements of operations in either of the three month periods
ended March 31, 2005 or 2004.





                   See independent accountants' review report


                                      (19


<PAGE>
                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

NOTE 8 - RELATED PARTY TRANSACTIONS
During the three  month  period  ended  March 31,  2004,  the  Company  incurred
consulting  fee expenses of  approximately  $6,000 for  services  provided by an
entity owned by the Company's Chief Executive Officer, a significant shareholder
of the Company.  Under a new employment agreement reached in December 2004, such
consulting fees have been eliminated.

NOTE 9 - SEGMENT INFORMATION
The Company  operates in the following  three business  segments:  providing and
selling management  services within the travel industry,  including  franchising
activities;  developing and commercializing  internet-based technology programs;
and online travel store services.  Although the Company  operates  franchises in
eight foreign countries,  revenue is generated from just three of the countries.
Such  revenue  generated  from  these  three  foreign  countries  amounts  to an
insignificant  and  immaterial  portion  of the  overall  total  revenue  of the
Company.  Accordingly,  Company management  considers it impracticable to report
such geographic information.

Summarized financial information concerning the Company's reportable segments is
shown in the following tables.  The "other" column includes  corporate items not
specifically allocated to the segments.  (Note: the amounts for the three months
ended March 2004 reflect pre-merger activity).

<TABLE>
<CAPTION>
------------------------- --------------------- ------------------------ ------------------ -------------------------- -------------
<S>                    <C>                   <C>                      <C>                <C>                        <C>
      Three-Month         Franchise and
      Period Ended       Travel- Related         Internet-Based         Online Travel
     March 31, 2005         Management         Technology Programs      Store Services             Other                   Total
                             Services
---------------------- --------------------- ------------------------ ------------------ -------------------------- ----------------

External and inter-
  segment revenue      $   1,093,702         $    1,835,897           $  184,441         $     433,154              $     3,547,194

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

Segment profit (loss)  $    325,181          $      (99,992)          $ 169,224          $    (415,381)             $       (20,968)

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

Total assets           $   2,544,406         $    4,424,304                 -            $  17,719,792               $   24,688,502

---------------------- --------------------- ------------------------ ------------------ -------------------------- ----------------
Capital expenditures              -                    -                    -                   -                              -
---------------------- --------------------- ------------------------ ------------------ -------------------------- ----------------
Depreciation and
  amortization                    -          $       20,347                 -            $     125,000              $       145,347
---------------------- --------------------- ------------------------ ------------------ -------------------------- ----------------

Investment income
  (loss), net                     -          $        1,761                 -            $        (204)             $         1,557

---------------------- --------------------- ------------------------ ------------------ -------------------------- ----------------
</TABLE>
<TABLE>
<CAPTION>
<S>                       <C>                       <C>                     <C>                <C>                <C>
------------------------- ------------------------- ----------------------- ------------------ ------------------ -----------------
      Three-Month
      Period Ended         Franchise and Travel-        Internet-Based        Online Travel
     March 31, 2004          Related Management      Technology Programs      Store Services         Other             Total
                                  Services
------------------------- ------------------------- ----------------------- ------------------ ------------------ -----------------
External and inter-
  segment revenue         $       471,430           $        -              $  106,953         $         -        $         578,383
------------------------- ------------------------- ----------------------- ------------------ ------------------ -----------------

Segment profit (loss)     $      (118,074)                                   $  86,088         $         -        $         (31,986)

------------------------- ------------------------- ----------------------- ------------------ ------------------ -----------------
Total assets              $     1,681,245           $        -              $  123,082         $     43,866       $       1,848,193
------------------------- ------------------------- ----------------------- ------------------ ------------------ -----------------
Capital expenditures                 -                       -              $    6,726                   -        $           6,726
------------------------- ------------------------- ----------------------- ------------------ ------------------ -----------------
Depreciation and
  amortization                       -                                      $   11,112                   -        $          11,112
------------------------- ------------------------- ----------------------- ------------------ ------------------ -----------------

Investment income, net               -                        -                    -            $     3,850        $          3,850

------------------------- ------------------------- ----------------------- ------------------ ------------------ -----------------
</TABLE>
                   See independent accountants' review report


                                      (20)


<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)


NOTE 10 - BUSINESS COMBINATION

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


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

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


                                                             Asset
                                                         (Liability)
                                                         -----------
              Property and equipment                  $     73,121
              Computer software                              9,097

              Intangible assets (other than goodwill)    6,500,000

              Goodwill                                   9,436,118
              Short-term debt                             (102,342)
              Accounts payable and accrued expenses       (658,549)
                                                        ----------

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


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



                   See independent accountants' review report


                                     (21)


<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

NOTE 10 - BUSINESS COMBINATION (CONTINUED)


The estimated fair value of all identifiable assets acquired totaled $6,582,218.
Goodwill  was  recognized  in the amount of  $9,436,118.  Of the  $6,500,000  of
identifiable intangible assets acquired, $3,500,000 was assigned to trade names;
$1,500,000 to internet domain names; and $1,500,000 to RTA sales agreements.  Of
these,  only the RTA sales  agreements (each of which having an estimated useful
life of  thirty-six  months) are subject to  amortization.  With  respect to the
acquired  intangible  assets not subject to  amortization,  tests for impairment
will be made on an annual basis.

As of March 31, 2005, the gross carrying amount and accumulated  amortization of
the  RTA  sales   agreements   ("agreements")   was   $1,500,000  and  $166,667,
respectively;  amortization  expense  for the three  months  then ended  totaled
$125,000.  Amortization  expense of the  agreements  for the fiscal years ending
December  31, 2005 and 2006 is  estimated to be $500,000 in each of those years.
The cost of the agreements will be fully amortized by November 30, 2007.

With respect to the acquired  intangible  assets recognized as assets apart from
goodwill that are not subject to  amortization,  the  respective  gross carrying
amounts as of March 31, 2005 are as follows: trade names - $3,500,000;  internet
domain names - $1,500,000.  These  intangibles  have indefinite  legal lives. As
such, they are expected to contribute  indefinitely to the Company's cash flows.
No  impairment  losses  have been  recognized  on these  unamortized  intangible
assets.


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

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

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

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

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

The cost of  goodwill  and all  identifiable  intangible  assets  acquired to be
amortized  and deducted for tax purposes for the years ending  December 31, 2005
through 2018 is expected to be $1,062,408 in each of those years, which is based
on current tax law that mandates use of the  straight-line  method over a period
of 15 years  for such  assets.  The cost  goodwill  will be fully  amortized  by
November 30, 2007.


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., the former Rezconnect Technologies, Inc.) has been
identified as the acquiring entity. Following are among the most pertinent facts
and  circumstances  considered  in  the  identification  of the  Company  as the
"acquiring  entity"  which,  moreover,  provides the  rationale for the position
taken that this  transaction  does not  constitute  a "reverse  acquisition"  as
addressed in SFAS No. 141:


                   See independent accountants' review report


                                      (22)


<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)



NOTE 10 - BUSINESS COMBINATION (CONTINUED)


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

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


NOTE 11 - SOFTWARE LICENSE AGREEMENT AND DEVELOPMENT COSTS

During 2004, the former Rezconnect Technologies,  Inc. ("Rezconnect") acquired a
software license right to conduct its online franchise business.  The total cost
of this software license right was $45,000. Rezconnect has been given the option
to make installment payments of $9,000 per year for five years. The cost of this
software license is being amortized over its five-year life. During August 2004,
Rezconnect  acquired a new software  right in the amount of $3,612.  The cost of
this  software  right  is  being  amortized  over its  expected  useful  life of
thirty-six months.


NOTE 12 - SUBSEQUENT EVENTS

YTBL issued 262,500 common shares during April 2005,  effected through a private
placement  memorandum,  at a price of $0.80 per share. Proceeds of $210,000 were
received during April 2005.







                   See independent accountants' review report


                                      (23)



<PAGE>








             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                          ON SUPPLEMENTARY INFORMATION





Our report on our reviews of the basic interim consolidated financial statements
of  YTB  International,   Inc.  (formerly  Rezconnect  Technologies,  Inc.)  and
subsidiaries as of March 31, 2005 and 2004, and for the three-month periods then
ended,  appears on page 1. Our reviews  were made for the purpose of  expressing
limited assurance that there are no material  modifications  that should be made
to the  interim  consolidated  financial  statements  in order for them to be in
conformity with U.S. generally accepted accounting  principles.  The information
included in the accompanying  interim  consolidated  supplementary  schedules is
presented only for supplementary  analysis  purposes.  Such information has been
subjected to the inquiry and analytical procedures applied in the reviews of the
basic interim  consolidated  financial  statements,  and we are not aware of any
material modifications that should be made thereto.





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

Fairfield, New Jersey


August 25, 2005










                                      (24)









<PAGE>



                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                           SUPPLEMENTARY INFORMATION
         CONSOLIDATED SCHEDULES OF GENERAL AND ADMINISTRATIVE EXPENSES
                   THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                  (UNAUDITED)
                                                   2005           2004
                                                ----------   ----------

 Administrative salaried and leased employees   $  532,697   $  125,707
 Payroll taxes ..............................       21,055       12,973
 Advertising ................................        5,904         --
 Auto expense ...............................      120,725        4,022
 Bank fees and service charges ..............        6,265          935
 Consultant fees ............................       61,800       28,260
 Contract labor .............................      110,533         --
 Computer expense ...........................        5,123        7,753
 Charitable contributions ...................        3,960         --
 Credit card fees ...........................       60,016         --
 Dues and subscriptions .....................        7,300        6,845
 Employee benefits ..........................          294         --
 Equipment leases ...........................        5,038        1,702
 Minor equipment ............................        6,041        2,032
 Licenses and permits .......................        1,161         --
 Management fees ............................        7,917         --
 Meeting and convention .....................       23,615         --
 Miscellaneous ..............................        7,101         --
 Office rent ................................       66,790       62,286
 Travel and entertainment ...................       72,941         --
 Office supplies and expenses ...............       30,791        6,040
 Printing ...................................       97,881        2,809
 Postage and delivery .......................       38,868        3,639
 Insurance ..................................       18,057       16,455
 Professional fees ..........................       64,253       17,450
 Training and recruitment ...................        5,000         --
 Telephone ..................................       10,066        3,156
 Website processing and user fees ...........      131,810         --
                                                ----------   ----------

 TOTAL GENERAL AND ADMINISTRATIVE EXPENSES ..   $1,523,002   $  302,064
                                                ==========   ==========


 See independent accountants' review report and notes to financial statements



                                     (25)





<PAGE>

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

YTB International, Inc. became the successor to REZconnect Technologies,
following the December 8, 2004 merger and its January 4, 2005 reincorporation in
Delaware. YourTravelBiz.com, REZconnect Technologies Inc., and the YTB Travel
Network Division became three distinct wholly owned subsidiaries of YTB
International. For the period of December 8, 2004 - January 4, 2005, the Company
operated as three operating groups respectively marketing, technologies and
bookings. The subsidiary REZconnect Technologies, Inc. is a leading Internet
provider of online travel stores for travel agencies and home-based
representatives using our services and technology.

We operate the businesses under various trade names "Travel Network," "Global
Travel Network," "Travel Network Vacation Central," "YourTravelBiz.com," "Your
Travel Biz," "YTBnet.com," 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 400
airlines, at more than 57,000 hotels and with most major car rental companies,
cruise lines and tour package operators.


REZconnect Technologies operations are comprised of three 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, and ARTA.


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
10-16% 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.



                                      (26)


<PAGE>



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 have 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 three 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.


YourTravelBiz.com services a Referring Travel Agent (RTA) network, while
REZconnect services the travel agent community. They both typically charges
$49.95 per month on a non-contract basis to own and operate on an online travel
site. The agencies pay month to month via credit card.


Currently, there are over 12,000 RTA consumer websites in operation and 1,700
Bookmytravel websites in operation. Site owners are permitted to solicit
organizations and associations for travel sites allowing for site owners to earn
more revenue.






The REZcity.com is an extension of the Technologies activities which 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 219 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.




                                      (27)

<PAGE>


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 are made through its franchisees or through its interactive web site.
Operational expenses consist of franchise system sales and support personnel,
executive management and minimal administrative personnel.



The Booking operating group Your Travel Network, is a travel management
subsidiary that processes travel sales from several different marketing systems
including storefront and online business models, and processes and handle
bookings (reservations) from over 14,000 websites.
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.

The Marketing operating group, YourTravelBiz.com, is a direct sales organization
selling the RTA online business opportunity and has sold the 12,000 RTAs which
are currently in the system. The RTAs have the ability to book individual and
group travel. 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 sales
representatives.



OVERVIEW



Our revenues are comprised of initial and monthly RTA hosting and maintenance
fees, 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. Additional revenue is derived from other travel
products and services. 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.





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<PAGE>


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, 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 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 $7 trillion business, is growing 23% faster
than the global economy and spending on travel is expected to double in the next
five 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
operations to total revenues:




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<PAGE>


NOTE: The consolidated results for the three-months ended March 31, 2005 include
the accounts of YTB International, Inc. and its three wholly-owned subsidiaries,
REZconnect Technologies, Inc.; YTB Travel Network, Inc.; and YourTravelBiz.com.
Inc. The results for the three-months ended March 31, 2004 represent the
accounts of the former REZconnect Technologies, Inc. only, because at March 31,
2004 the merger and subsequent consolidation had not yet occurred. As such,
comparisons between March 31, 2005 and March 31, 2004 will reflect variances
causing incompatibility between those two periods.

REVENUES


    Commissions. Commission revenue in 2005 is attributable to the YTB Travel
Network subsidiary. (See note above).


    Franchise Fees. Franchise fees decreased by $1,606 or (43%) in the
three-month period as compared to the 2004 three-month period.. The decrease is
a result of decrease in service fees of brick and mortar franchisees in the
system.

    Franchise Service Fees and online service fees and other fees decreased
similarly as compared to 2004 by approximately $65,269 or 47% in the 2005
three-month period as compared to the 2004 three-month period. This is
attributable to a decrease in service fees of brick and mortar franchisees in
the franchise system.

    Travel Products and Services. Travel products and services increased by
$458,311 in the 2005 three-month period, an increase of approximately 141%. The
increase is attributable to an increase in the representatives utilizing the
Company as their travel provider.

    Online Travel Income. Online travel income increased $77,488 or 72% due to
the fact the Company's consumer website program has grown significantly.

    Advertising and Other. Advertising and other revenues increased
approximately $37,578 or 1600% due to the fact that the Company is active in
this area in 2005.

    New RTA Sales. New RTA sales revenue is attributable to the
YourTravelBiz.com, Inc. subsidiary (see note above).


    Monthly Membership and Maintenance Fees. The revenue in 2005 is attributable
to the merger of the two companies. (See note above).

    Printing and Administrative Service Sees. The revenue in 2005 is
attributable to the merger of the two Companies. (See note above).


OPERATING EXPENSES



    Commissions. Commissions increased by $ 911,496. The increase is mainly
attributable to YourTravelBiz.com, Inc. (See note above).




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<PAGE>



    Cost of Travel Products and Services. Cost of travel products and services
increased by approximately $452,526 or 565% in 2005 as compared to 2004
three-month period. These costs increased as a result of higher travel related
revenues.


    Depreciation and Amortization. Depreciation and amortization expenses
increased by approximately $134,235, which is attributable mainly to the
amortization of the sales representative agreements acquired in the merger.

    Marketing and Selling. It was managements decision not to expend any costs
in the first quarter of 2005.

    General and Administrative. Combined Companies the General and
administrative expenses increased by approximately $1,220,938 in 2005. As a
percentage of total revenues, general and administrative expenses were 40.9% in
2005 as compared to 52.2% in 2004. The increase in general and administrative
expense in 2005 is attributable to the merger of the two Companies.

Variability of Results

    The Company's travel products and services gross bookings have increased
from 2004 to 2005 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
2004 to 2005.

    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




                                      (31)

<PAGE>


and consumer acceptance of the Internet and commercial online services for the
purchase of consumer products and services such as those offered by the Company,
(vi) the Company's ability to upgrade and develop its systems and infrastructure
and to attract new personnel in a timely and effective manner, (vii) the level
of traffic on the Company's online sites, (viii) technical difficulties, system
downtime or Internet brownouts, (ix) the amount and timing of operating costs
and capital expenditures relating to expansion of the Company's business,
operations and infrastructure, (x) governmental regulation and (xi) unforeseen
events affecting the travel industry, including terrorist activities similar to
September 11 and the conflict with Iraq.

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

    Cash provided by operating activities in 2005 was approximately $98,040 as
compared to cash used by in operating activities of $28,754 in 2004.

    Cash used by investing activities was approximately $1,368,178 in 2005 as
compared to cash provided by investing activities of approximately $14,392 in
2004.

    Cash provided by financing activities was approximately $2,812,520 in 2005
and used by financing activities was approximately $4,490 in 2004. As of March
31, 2005, we had approximately $1,567,831 in cash and approximately $1,484,231
in marketable securities, as a result of raising of capital from the sale of a
convertible note which occurred in January 2005 for 2 million dollars, and from
the proceeds from the issuance of stock in a private placement memorandum.



                                      (32)

<PAGE>


    The Company believes that cash and short term investments on hand at March
31, 2005 and its cash flow from operations will be sufficient to meet its
obligations 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.


                                      (33)


<PAGE>




PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS
                  None

ITEM 2 - CHANGES IN SECURITIES
                  None

                    ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
                  None

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                  Not applicable

ITEM 5 - OTHER INFORMATION
                  None


ITEM 6 - REPORTS ON FORM 8-K (hereby incorporated by reference)
         1. Form 8-K dated Feb 23,2005
         2. Report on Form 8-K dated Feb.3, 2005
         3. Report on Form 8-K dated Jan. 7, 2005





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<PAGE>




     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, YTB International, Inc. (successor to REZconnect(R)
Technologies, Inc.) has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized on the __25th_ day ofAugust , 2005.



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

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



August 25__,  2005







                                      (35)
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