**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**








**FORM
      10-QSB/A**


**Amendment
      No. 1**











[X]
      Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of
      1934





**For
      the quarterly period ended September 30, 2005.**





[
      ]
      Transition Report Under 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.**


(Exact
      Name of Small Business Issuer as Specified in Its Charter)





**Delaware**


(State
      or
      Other Jurisdiction of Incorporation or Organization)





**20-2181181**


(IRS
      Employer Identification No.)




**1901
      East Edwardsville Rd.Wood River, Illinois 62095**


(Address
      of Principal Executive Offices)





**(618)
      655-9477**


(Registrant’s
      Telephone Number, Including Area Code)





**One
        Country Club View Drive**
 **Edwardsville,
        Illinois 62025**
 (Former
      Name, Former Address and Former Fiscal Year,


If
      Changed Since Last Report)





Indicate
      by check mark whether the issuer (1) has filed all reports required to be filed
      by Section 13 or 15 (d) of the Exchange Act of 1934 during the past 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
      90days. Yes [ ] No [ x ].








Indicate
      the number of shares outstanding of each of the issuer’s classes of common stock
      as of the latest practicable date:





As
      of
      November 30, 2006 there were 27,690,454 shares, $.001 par value, of the
      Registrant’s common stock outstanding.








Transitional
      Small Business Disclosure Format (check one) Yes [ ] No [X]











EXPLANATORY
      NOTE





YTB
      International, Inc. (formerly REZconnect Technologies, Inc., the “former
      REZconnect”) ( “YTB” or the “Company”) is filing this Amendment No. 1 to Form
      10-QSB for the three and nine months ended September 30, 2005 to reflect the
      restatement of its audited consolidated financial statements for the years
      ended
      December 31, 2004 and December 31, 2003 and the quarters ended March 31, 2005,
      June 30, 2005 and September 30, 2005. The restatements arose from actions taken
      by the Company when it became aware of the lack of independence with the
      Company’s former independent accounting firm. On January 6, 2006, the Company
      self-reported to the staff of the United States Securities and Exchange
      Commission ( the “SEC” or the “Staff”) that it became aware that the Company’s
      previous independent accounting firm, Dischino & Associates, P.C.
      (“Dischino”) had provided prohibited services and appeared to have not followed
      the standards of the Public Company Accounting Oversight Board (“PCAOB”). On
      January 19, 2006, the Company initiated an internal inquiry into those
      accounting-related matters which the Company disclosed in the Current Report
      on
      Form 8-K filed with the SEC on January 19, 2006. Based on the findings of the
      inquiry, on February 6, 2006, the Company’s management and the Audit Committee
      of the Company’s Board of Directors concluded that the Company needed to restate
      certain of the Company’s financial statements and that the financial statements
      for the years ended December 31, 2004 and 2003 included in the Company’s Annual
      Report on Form 10-KSB/A No. 5 for the year ended December 31, 2004 and the
      financial statements included in the Company’s Quarterly Reports on Form 10-Q
      for the quarters ended March 31, 2004, June 30, 2004, September 30, 2004, March
      31, 2005, June 30, 2005 and September 30, 2005 could not be relied
      upon.





During
      February 2006, the Company began the restatement of the affected years’ and
      quarters’ financial statements. During the course of the review of 2003 and 2004
      annual and quarterly reports, certain other errors were discovered, resulting
      from a lack of proper internal controls and procedures. These findings and
      the
      related restatement impact are described fully in Item 3
      of this
      document as well as Note 14 in the accompanying Notes to Interim Condensed
      Consolidated Financial Statements and Note 14 included in the Company’s Annual
      Report on Form 10-KSB/A No. 6 for the year ended December 31, 2004.





The
      Company’s Chief Executive Officer and Chief Financial Officer have considered
      the errors giving rise to this restatement and have determined that the errors
      resulted, in part, from a finding of material weaknesses in the Company’s
      internal disclosure controls and procedures. This conclusion was discussed
      and
      concurred with by both the Audit Committee and UHY LLP, the Company’s current
      independent registered public accounting firm. The deficient controls and
      procedures resulted in the improper selection and application of generally
      accepted accounting principles, improper recognition of revenue and expenses
      primarily related to the accounting treatment for the sale of the Company’s
      online travel stores, improper recording of share-based transactions and the
      improper development of accounting estimates. The Company has and is continuing
      to initiate policies and procedures designed to enhance internal controls
      related to financial reporting and disclosure.





Accordingly,
      the Company is filing this amendment to its Form 10-QSB for the three and
      nine months ended September 30, 2005 for the purpose of:





·
            amending
                and restating Item 1 “Financial
                Statements”;


·
            amending
                and restated Item 2 “Management’s Discussion and Analysis or Plan of
                Operation”;


·
            amending
                and restating Item 3 “Controls and Procedures” and


·
            amending
                and restating Item 6 “Exhibits”.





**Additionally,
      this Form 10-QSB/A does not purport to provide a general update or discussion
      of
      any other developments at the**  **Company
      subsequent to the original filing, unless specifically stated otherwise in
      this
      report.**





As
      a
      result of this restatement, updated certifications pursuant to Section 302
      and
      Section 906 of the Sarbanes-Oxley Act of 2002 have been re-filed and included
      as
      exhibits to this amended Form 10-QSB.





1


**YTB
      INTERNATIONAL, INC.**


**Index
      to Quarterly Report on Form 10-QSB/A**


**Three
      and nine months ended September 30, 2005**








PART
                I - FINANCIAL INFORMATION
            PAGEItem
                1.Financial
                Statements (unaudited)Condensed
                Consolidated Balance Sheets
              September
                30, 2005 (Unaudited) and December 31, 2004
            3Condensed
                Consolidated Statements of Operations (Unaudited)
              Nine
                months ended September 30, 2005 and 2004
            4Condensed
                Consolidated Statements of Operations (Unaudited)
              Three
                months ended September 30, 2005 and 2004
            5Condensed
                Consolidated Statement of Changes in Stockholders’ Equity
                (Unaudited)
              Nine
                months ended September 30, 2005
            6Condensed
                Consolidated Statements of Cash Flows (Unaudited)
              Nine
                months ended September 30, 2005 and 2004
            7Notes
                To Condensed Consolidated Financial Statements (Unaudited)
            9Item
                2.Management’s
                Discussion and Analysis or Plan of Operation
            31.Item
                3.Controls
                and Procedures
            37PART
                II - OTHER INFORMATIONItem
                6.Exhibits
            40Signatures
            41Certifications





2





**YTB
      INTERNATIONAL, INC.**


**Condensed
      Consolidated Balance Sheets**





ASSETS
            
            (RESTATED)
              September
                30, 2005
              (Unaudited)
            
            (RESTATED)
              December
                31,
              2004Current
                assets:Cash
                and cash equivalents
            
            $
            662,266
            
            $
            25,719Available-for-sale
                securities
            
            
            2,557,062
            
            
            528,311Accounts
                receivable (less allowance for doubtful accounts
              of
                $200,708 in 2005 and $169,644 in 2004)
            
            
            57,199
            
            
            20,411Notes
                receivable
            
            
            20,000
            
            
            -Prepaid
                marketing commissions
            
            
            4,013,357
            
            
            1,622,645Other
                prepaid expenses and current assets
            
            
            86,185
            
            
            -Total
                current assets
            
            
            7,396,069
            
            
            2,197,086Property
                and equipment, net
            
            
            507,195
            
            
            353,047Intangible
                assets, net
            
            
            2,690,220
            
            
            3,262,800Goodwill
            
            
            2,224,322
            
            
            2,224,322Other
                assets
            
            
            151,532
            
            
            96,705TOTAL
                ASSETS
            
            $
            12,969,338
            
            $
            8,133,960LIABILITIES
                AND STOCKHOLDERS’ EQUITYCurrent
                liabilities:Notes
                payable
            
            $
            151,285
            
            $
            102,342Current
                maturities of long-term debt
            
            
            19,338
            
            
            18,768Accounts
                payable and accrued expenses
            
            
            1,759,413
            
            
            941,101Convertible
                debt derivatives
            
            
            366,218
            
            
            -Current
                portion of deferred revenue
            
            
            4,433,319
            
            
            1,820,808Other
                current liabilities
            
            
            -
            
            
            100,000Total
                current liabilities
            
            
            6,729,573
            
            
            2,983,019Other
                long-term liabilities:Long-term
                debt, less current maturities
            
            
            270,607
            
            
            286,789Convertible
                debt derivatives
            
            
            4,792,779
            
            
            -Deferred
                revenue, less current portion
            
            
            4,366
            
            
            86,245Other
                liabilities
            
            
            23,636
            
            
            20,920Total
                other long-term liabilities
            
            
            5,091,388
            
            
            393,954TOTAL
                LIABILITIES
            
            
            11,820,961
            
            
            3,376,973STOCKHOLDERS’
                EQUITYPreferred
                Stock, Series B convertible, par value $.001;
              Liquidation
                preference $1.45 per share; 5,000,000
              shares
                authorized, 4,092,376 issued and outstanding in 2004
            
            
            -
            
            
            4,092Common
                Stock, par value $.001; 50,000,000 shares
              authorized,
                24,530,989 shares issued and outstanding
              in
                2005; and 20,000,000 shares authorized; 18,976,125
              shares
                issued and outstanding in 2004
            
            
            24,531
            
            
            18,976Additional
                paid-in capital
            
            
            14,523,542
            
            
            12,616,988Accumulated
                deficit
            
            
            (13,399,696
            )
            
            (7,883,069
            )Total
                stockholders’ equity
            
            
            1,148,377
            
            
            4,756,987TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            $
            12,969,338
            
            $
            8,133,960





*See
      accompanying notes to condensed consolidated financial
      statements.*


3


**YTB
      INTERNATIONAL, INC.**


**Condensed
      Consolidated Statements of Operations**


(Unaudited)








Nine
                months ended(RESTATED)
              September
                30, 2005
            
            (RESTATED)
              September
                30, 2004NET
                REVENUESOnline
                travel store sales and monthly fees
            
            $
            9,773,502
            
            $
            383,179Travel
                commissions and services
            
            
            3,507,373
            
            
            1,190,629Franchise
                service fees and other fees
            
            
            332,047
            
            
            483,958Other
            
            
            1,323,911
            
            
            1,118Total
                net revenues
            
            
            14,936,833
            
            
            2,058,884OPERATING
                EXPENSESMarketing
                commissions
            
            
            6,887,667
            
            
            -Travel
                commissions
            
            
            2,495,982
            
            
            968,019Franchise
                services and products
            
            
            142,654
            
            
            140,205Depreciation
                and amortization
            
            
            755,562
            
            
            319,695Marketing
                and selling
            
            
            124,419
            
            
            -General
                and administrative
            
            
            6,605,244
            
            
            1,332,914Total
                operating expenses
            
            
            17,011,528
            
            
            2,760,833LOSS
                FROM OPERATIONS
            
            
            (2,074,695
            )
            
            (701,949
            )OTHER
                INCOME (EXPENSES)Change
                in fair value of derivatives
            
            
            (2,869,578
            )
            
            -Interest
                and dividend income
            
            
            67,334
            
            
            17,907Interest
                expense
            
            
            (639,688
            )
            
            (30,288
            )Total
                other income (expenses)
            
            
            (3,441,932
            )
            
            (12,381
            )NET
                LOSS
            
            $
            (5,516,627
            )
            $
            (714,330
            )NET
                LOSS PER SHARE:Weighted-average
                shares outstanding
            
            
            24,149,656
            
            
            10,995,343Net
                loss per share - basic and diluted
            
            $
            (0.23
            )
            $
            (0.06
            )





















































*See
      accompanying notes to condensed consolidated financial
      statements* *.*





4


**YTB
      INTERNATIONAL, INC.**


**Condensed
      Consolidated Statements of Operations**


(Unaudited)








Three
                months ended(RESTATED)
              September
                30,
              2005
            
            (RESTATED)
              September
                30,
              2004NET
                REVENUESOnline
                travel store sales and monthly fees
            
            $
            4,348,697
            
            $
            150,964Travel
                commissions and services
            
            
            1,257,897
            
            
            458,604Franchise
                service fees and other fees
            
            
            115,885
            
            
            173,134Other
            
            
            622,632
            
            
            175Total
                net revenues
            
            
            6,345,111
            
            
            782,877OPERATING
                EXPENSESMarketing
                commissions
            
            
            3,024,180
            
            
            -Travel
                commissions
            
            
            856,892
            
            
            295,341Franchise
                services and products
            
            
            43,238
            
            
            39,319Depreciation
                and amortization
            
            
            223,696
            
            
            106,565Marketing
                and selling
            
            
            61,797
            
            
            -General
                and administrative
            
            
            2,726,241
            
            
            681,002Total
                operating expenses
            
            
            6,936,044
            
            
            1,122,227LOSS
                FROM OPERATIONS
            
            
            (590,933
            )
            
            (339,350
            )OTHER
                INCOME (EXPENSES)Change
                in fair value of derivatives
            
            
            (429,673
            )
            
            -Interest
                and dividend income
            
            
            36,448
            
            
            2,109Interest
                expense
            
            
            (337,988
            )
            
            (7,010
            )Total
                other income (expenses)
            
            
            (731,213
            )
            
            (4,901
            )NET
                LOSS
            
            $
            (1,322,146
            )
            $
            (344,251
            )NET
                LOSS PER SHAREWeighted-average
                shares outstanding
            
            
            24,419,877
            
            
            10,995,343Net
                loss per share - basic and diluted
            
            $
            (0.05
            )
            $
            (0.03
            )


















































*See
      accompanying notes to condensed consolidated financial
      statements.*


5


**YTB
      INTERNATIONAL, INC.**


**Condensed
      Consolidated Statement of Changes in Stockholders’ Equity**


(Unaudited)


**Nine
      months ended September 30, 2005 (RESTATED)**








Delaware
                  Series B Convertible Preferred
              
              DelawareCommon
                  Stock
              
              Series
                  BConvertible Preferred
              
              Common
                  Stock
              
              AdditionalPaid-in
              
              RetainedEarnings
              
              TotalStockholders’Shares
              
              Amount
              
              Shares
              
              Amount
              
              Shares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              (Deficit)
              
              EquityBalance
                  at January 1, 2005, as restated
              
              
              -
              
              $
              -
              
              
              -
              
              $
              -
              
              
              4,092,376
              
              $
              4,092
              
              
              18,976,125
              
              $
              18,976
              
              $
              12,616,988
              
              $
              (7,883,069
              )
              $
              4,756,987Conversion
                  of common stock to Delaware common stock upon reincorporation in
                  Delaware
              
              
              -
              
              
              -
              
              
              18,976,125
              
              
              18,976
              
              
              -
              
              
              -
              
              
              (18,976,125
              )
              
              (18,976
              )
              
              -
              
              
              -
              
              
              -Conversion
                  of series B preferred stock to Delaware preferred stock upon
                  reincorporation in Delaware
              
              
              4,092,376
              
              
              4,092
              
              
              -
              
              
              -
              
              
              (4,092,376
              )
              
              (4,092
              )
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Conversion
                  of preferred stock to common stock
              
              
              (4,092,376
              )
              
              (4,092
              )
              
              4,092,376
              
              
              4,092
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
                -Shares
                  issued for services
              
              
              -
              
              
              -
              
              
              95,820
              
              
              96
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              130,909
              
              
              -
              
              
              131,005Shares
                  issued
                through
                  private placement
              
              
              -
              
              
              -
              
              
              1,200,000
              
              
              1,200
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              958,800
              
              
              -
              
              
              960,000Conversion
                  of debt to common stock
              
              
              -
              
              
              -
              
              
              166,668
              
              
              167
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              133,168
              
              
              -
              
              
              133,335Warrants
                  issued in conjunction with debt offering
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              42,192
              
              
              -
              
              
              42,192Stock
                  option expense
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              641,485
              
              
              -
              
              
              641,485Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (5,516,627
              )
              
              (5,516,627
              )Balance
                  at September 30, 2005, as restated
              
              
              -
              
              $
              -
              
              
              24,530,989
              
              $
              24,531
              
              
              -
              
              $
              -
              
              
              -
              
              $
              -
              
              $
              14,523,542
              
              $
              (13,399,696
              )
              $
              1,148,377


































*See
      accompanying notes to condensed consolidated financial
      statements.*





6


**YTB
      INTERNATIONAL, INC.**


**Condensed
      Consolidated Statements of Cash Flows**


(Unaudited)








Nine
                months ended(RESTATED)
              September
                30, 2005
            
            (RESTATED)
              September
                30, 2004CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                Loss
            
            $
            (5,516,627
            )
            $
            (714,330
            )Adjustments
                to reconcile net loss to net cash provided by
              (used
                in) operating activities:Depreciation
                and amortization
            
            
            755,562
            
            
            319,695Amortization
                of deferred debt offering costs
            
            
            38,672
            
            
            -Deferred
                revenue
            
            
            2,612,511
            
            
            -Shares
                  issued for services
            
            
            131,005
            
            
            80,199Shares
                  issued for employee compensation
            
            
            -
            
            
            51,200Employee
                stock option expense
            
            
            641,485
            
            
            294,667Change
                  in fair value of derivatives
            
            
            2,869,578
            
            
            -Accretion
                of convertible debt derivative
            
            
            278,945
            
            
            -Changes
                in operating assets and liabilities:Accounts
                receivable, net
            
            
            (36,788
            )
            
            (22,117
            )Prepaid
                marketing commissions
            
            
            (2,390,712
            )
            
            -Other
                prepaid expenses and current assets
            
            
            (86,185
            )
            
            (76,601
            )Other
                assets
            
            
            (1,357
            )
            
            2,674Accounts
                payable and accrued expenses
            
            
            818,312
            
            
            (1,859
            )Convertible
                debt derivatives
            
            
            160,000
            
            
            -Other
                liabilities
            
            
            2,716
            
            
            (5,346
            )NET
                CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
            
            
            277,117
            
            
            (71,818
            )CASH
                FLOWS FROM INVESTING ACTIVITIES:Purchase
                of property and equipment
            
            
            (263,991
            )
            
            -Proceeds
                from sale of available-for-sale securities
            
            
            4,627,404
            
            
            542,147Purchases
                of available-for-sale securities
            
            
            (6,656,155
            )
            
            (421,648
            )Increase
                in notes receivable
            
            
            (20,000
            )
            
            (50,000
            )NET
                CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES
            
            
            (2,312,742
            )
            
            70,499CASH
                FLOWS FROM FINANCING ACTIVITIES:Other
                current liabilities
            
            
            (100,000
            )
            
            -Principal
                payments on debt
            
            
            (15,612
            )
            
            (12,090
            )Repayment
                of notes payable
            
            
            (24,196
            )
            
            -Proceeds
                from convertible debenture
            
            
            2,000,000
            
            
            -Cash
                paid for debt issuance costs
            
            
            (148,020
            )
            
            -Proceeds
                from shares issued in private placement memorandum
            
            
            960,000
            
            
            -NET
                CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
            
            
            2,672,172
            
            
            (12,090
            )NET
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
            
            
            636,547
            
            
            (13,409
            )CASH
                AND CASH EQUIVALENTS, BEGINNING OF PERIOD
            
            
            25,719
            
            
            48,120CASH
                AND CASH EQUIVALENTS, END OF PERIOD
            
            $
            662,266
            
            $
            34,711SUPPLEMENTAL
                CASH FLOW INFORMATION:Interest
                paid
            
            $
            427,186
            
            $
            30,288








*See
      accompanying notes to condensed consolidated financial
      statements.*


7


YTB
      INTERNATIONAL, INC.


Condensed
      Consolidated Statements of Cash Flows (continued)


(Unaudited)








Nine
                months ended(RESTATED)
              September
                30, 2005
            
            (RESTATED)
              September
                30, 2004SUPPLEMENTAL
                NON-CASH INVESTING AND FINANCING ACTIVITIES:Increase
                in notes payable and property and equipment
            
            $
            73,139
            
            
            -Warrants
                issued for debt offering costs
            
            $
            26,000
            
            
            -Fair
                value of warrants issued with convertible debt
            
            $
            16,192
            
            
            -Fair
                value of convertible debt derivative
            
            $
            1,923,201
            
            
            -Decrease
                in notes receivable and deferred revenue
            
            $
            81,879
            
            $
            4,093Conversion
                of debt to common stock
            
            $
            133,335
            
            
            -











*See
      accompanying notes to condensed consolidated financial
      statements*




8


YTB
      INTERNATIONAL, INC.


Notes
      to
      Condensed Consolidated Financial Statements


(Unaudited)








NOTE
      1
      - ORGANIZATION AND NATURE OF OPERATIONS




YTB
      International, Inc. (“YTBI,” or the “Company”) and its three wholly-owned
      subsidiaries, REZconnect Technologies, Inc. (“Technologies”), YourTravelBiz.com,
      Inc. (“YTB Marketing”), 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, the Company 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., hereafter referred to as “the former
      REZconnect” during periods when incorporated as such), and a Delaware
      corporation formed for the purpose of the reorganization (the
“Reorganization”).




On
      December 8, 2004, prior to the Reorganization, the former REZconnect acquired
      100% of the outstanding common shares from the stockholders of
      YourTravelBiz.com, Inc. (“YTB, Inc.”), following requisite approval by the
      Boards of Directors and stockholders, in a business combination structured
      as a
      statutory merger under the laws of the State of New York State and the
      reorganization provisions of the Internal Revenue Code. The acquisition, which
      recorded a total value of $4,847,928, was effected by means of 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, Inc.




As
      part
      of the Reorganization, the assets of the Company were assigned to three
      newly-organized wholly-owned subsidiaries, each a Delaware corporation:
      Technologies, YTB Marketing and YTB Travel.




On
      January 9, 2005, following both the Reorganization 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 YTBI common stock.




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 Illinois. One of its
      subsidiaries maintains administrative offices in New Jersey.




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 online travel transactions, collects payments, collects
      licensing fees, and pays sales commissions.




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





NOTE
      2
      - BASIS OF PRESENTATION





The
      Condensed Consolidated Balance Sheet as of September 30, 2005, the related
      Condensed Consolidated Statements of Operations for the three and nine months
      ended September 30, 2005 and 2004, the Condensed Consolidated Statement of
      Changes in Stockholders’ Equity for the nine months ended September 30, 2005 and
      the Condensed Consolidated Statements of Cash Flows for the nine months ended
      September 30, 2005 and 2004, have been prepared without audit, pursuant to
      the
      rules and regulations of the Securities and Exchange Commission. Certain
      information and disclosures included in financial statements prepared in
      accordance with accounting principles generally accepted in the United States
      of
      America have been condensed or omitted pursuant to such rules and regulations.








9


YTB
      INTERNATIONAL, INC.


Notes
      to
      Condensed Consolidated Financial Statements


(Unaudited)





The
      condensed consolidated financial statements reflect all adjustments (consisting
      only of normal recurring accruals), which are, in the opinion of management,
      necessary for a fair presentation of the results for the interim periods
      presented. The condensed consolidated financial statements should be read in
      conjunction with the consolidated financial statements and notes thereto
      included in the Company’s 2004 Annual Report on Form 10-KSB/A No. 6 for the year
      ended December 31, 2004.





The
      results of operations for the interim periods should not be considered
      indicative of results to be expected for the full year. The condensed balance
      sheet as of December 31, 2004 was derived from the audited financial statements
      for the year then ended included in the Company’s 2004 Annual Report on Form
      10-KSB/A No. 6 for the year ended December 31, 2004. The preparation of
      financial statements in conformity with accounting principles generally accepted
      in the United States of America requires management to make estimates and
      assumptions that affect the reported amounts of 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.





NOTE
      3
      - BUSINESS COMBINATION





On
      December 8, 2004, the Company merged with YTB, Inc. and thereby YTB, Inc. became
      a wholly owned subsidiary of the Company. Pursuant to the terms of the merger
      agreement the holders of YTB, Inc. common stock received in aggregate 7,430,000
      shares of common and 4,092,376 shares of Series B convertible preferred stock
      in
      exchange for all of their holdings in YTB, Inc. In addition, in connection
      with
      the transaction 500,000 shares of common stock were issued pursuant to a
      finder’s agreement and transaction costs of $77,354 were incurred. The merger
      was accounted for as a purchase business combination with the Company, deemed
      the acquirer. Prior to the merger, YTB, Inc. was a significant customer of
      the
      Company. Management’s primary reason for the acquisition was to benefit from the
      increased synergies of the combined companies in exploiting the growth potential
      of YTB, Inc.’s referral-marketing business.





The
      value
      of the shares of the Company issued in connection with the purchase was
      determined by an appraisal conducted by an independent valuation company. The
      assumed assets and liabilities of YTB, Inc. were recorded at fair value and
      were
      determined by independent appraisal. The value of the assets and liabilities
      recorded is as follows:





Assets
            
            (RESTATED)Prepaid
                marketing commissions
            
            $
            1,666,419Property
                and equipment, net
            
            
            241,837Intangible
                assets
            
            
            3,310,000Goodwill
            
            
            2,224,3227,442,578Liabilities
                and EquityAccounts
                payable and accrued expenses
            
            
            (738,070
            )Notes
                payable
            
            
            (102,342
            )Deferred
                revenue
            
            
            (1,754,238
            )(2,594,650
            )Total
            
            $
            4,847,928





The
      operations of YTB, Inc. have been consolidated from the acquisition date. The
      cost to acquire YTB, Inc. has been allocated to the assets acquired and
      liabilities assumed according to their estimated fair values. The purchase
      price
      of $4,847,928 including transaction costs resulted in acquired goodwill of
      $2,224,322 which is not deductible for tax purposes.





10


YTB
      INTERNATIONAL, INC.


Notes
      to
      Condensed Consolidated Financial Statements


(Unaudited)





The
      following unaudited pro forma summary financial information presents the
      consolidated results of operations of the company as if the acquisition of
      YTB
      had occurred as of the beginning of the periods presented. The pro forma results
      are shown for illustrative purposes only and do not purport to be indicative
      of
      the results of the company that would have been reported had the acquisition
      actually occurred on the first day of the periods presented or indicative of
      results that may occur in the future.





(RESTATED)
              Nine
                Months EndedSeptember
                30,
              2004
            
            September
                30,
              2003Revenue
            
            $
            6,645,079
            
            $
            3,865,951Net
                loss
            
            $
            (1,051,725
            )
            $
            (1,156,353
            )Weighted
                average common shares outstanding
            
            
            23,017,719
            
            
            22,250,164Basic
                and diluted loss per share
            
            $
            (0.05
            )
            $
            (0.05
            )










NOTE
      4
      - PROPERTY AND EQUIPMENT




Property
      and equipment consists of the following:




(RESTATED)
              September
                30,
              2005
            
            (RESTATED)
              December
                31,
              2004Equipment
            
            $
            229,200
            
            $
            136,475Furniture
                and fixtures
            
            
            141,508
            
            
            15,340Capitalized
                software
            
            
            1,378,711
            
            
            1,361,650Vehicles
            
            
            168,908
            
            
            95,769Leasehold
                improvements
            
            
            28,037
            
            
            -1,946,364
            
            
            1,609,234Less:
                Accumulated depreciation
            
            
            (1,439,169
            )
            
            (1,256,187
            )Property
                and equipment, net
            
            $
            507,195
            
            $
            353,047





Depreciation
      and amortization expense on property and equipment was $32,837 and $103,815
      for
      the three months ended September 30, 2005 and 2004, respectively, and $182,982
      and $311,445 for the nine months ended September 31, 2005 and 2004,
      respectively.





As
      of
      September 30, 2005 and December 31, 2004, capitalized software development
      costs, net of accumulated amortization, totaled $112,672 and $218,158,
      respectively. For the three months ended September 30, 2005 and 2004, the
      Company recorded amortization of capitalized software development costs of
      $7,000 and $103,815, respectively, and $122,547 and $311,445 for the nine months
      ended September 31, 2005 and 2004, respectively.





11




YTB
      INTERNATIONAL, INC.


Notes
      to
      Condensed Consolidated Financial Statements


(Unaudited)








NOTE 5
      - INTANGIBLE ASSETS, NET





The
      following tables present the components of the Company’s intangible assets as of
      September 30, 2005 and December 31, 2004:






(RESTATED)At
                September 30, 2005
            
            At
                December 31, 2004Intangible
                Assets
            
            Cost
            
            Accumulated
              Amortization
            
            Net
            
            Cost
            
            Accumulated
              Amortization
            
            NetAmortized
                intangible assets(1)Non-compete
                agreement
            
            $
            360,000
            
            $
            41,760
            
            $
            318,240
            
            $
            360,000
            
            $
            3,180
            
            $
            356,820RTA
                agreements
            
            
            690,000
            
            
            560,160
            
            
            129,840
            
            
            690,000
            
            
            42,660
            
            
            647,340Vendor
                agreements
            
            
            220,000
            
            
            17,860
            
            
            202,140
            
            
            220,000
            
            
            1,360
            
            
            218,640Total
                amortized
              intangible
                assets
            
            
            1,270,000
            
            
            619,780
            
            
            650,220
            
            
            1,270,000
            
            
            47,200
            
            
            1,222,800Unamortized
                intangible assetsDomain
                names
            
            
            2,040,000
            
            
            -
            
            
            2,040,000
            
            
            2,040,000
            
            
            -
            
            
            2,040,000Total
                unamortized
              intangible
                assets
            
            
            2,040,000
            
            
            -
            
            
            2,040,000
            
            
            2,040,000
            
            
            -
            
            
            2,040,000Total
            
            $
            3,310,000
            
            $
            619,780
            
            $
            2,690,220
            
            $
            3,310,000
            
            $
            47,200
            
            $
            3,262,800





(1)
      The
      estimated useful lives of non-compete agreements, RTA agreements and vendor
      agreements are seven years, one year and 10 years, respectively.




Amortization
      expense was $190,860 and $0 for the quarters ended September 30, 2005 and 2004,
      respectively, and $572,580 and $0 for the nine months ended September 30, 2005
      and 2004, respectively.


12


YTB
      INTERNATIONAL, INC.


Notes
      to
      Condensed Consolidated Financial Statements


(Unaudited)








NOTE
      6
      - FINANCING ARRANGEMENTS




Notes
      Payable





The
      Company is currently financing four vehicles in 2005 and two in 2004, payable
      in
      monthly installments ranging from approximately $1,000 to $1,200, at the rate
      of
      approximately 6.25%. The loans are payable through March 2008. The balance
      due
      on these vehicle loans as of September 30, 2005 and December 31, 2004 totaled
      $151,285 and $102,342, respectively.





Long-Term
      Debt





On
      January 11, 2002, as a result of a decrease in demand for travel related
      services due to the events of September 11, 2001, the Company borrowed $324,000
      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
      president. The outstanding loan balance as of September 30, 2005 and December
      31, 2004 was $289,945 and $305,557, respectively.




During
      January 2005, the Company entered into an agreement with an investor to raise
      an
      additional $2,000,000 of capital via a convertible term note (“the Note”). The
      Note had a principal balance of $2,000,000, and interest was payable monthly
      at
      prime plus 3%, subject to an 8% floor. The Note was superior to the SBA loan
      of
      approximately $300,000. The terms of the Note provided for interest payments
      only during the first six months, with payments of $66,667 of principal plus
      interest monthly beginning in August 2005. The note was required to be paid
      in
      full by January 2008, unless it was converted by the investor into shares of
      common stock. The Note agreement contained several features, which are discussed
      below:





·
            Interest
                Rate Adjustment Feature - The interest rate stated in the Note could
                subsequently be adjusted downward if the Company maintained an effective
                registration statement and the market price of the Company’s common stock
                exceeded certain targets.


·
            Initial
                Conversion Ratio - The Note was convertible into shares of the Company’s
                common stock at a rate of $0.80 per share for the first $1 million
                of Note
                principal, and $1.25 per share for any amounts in excess of the first
                $1
                million.


·
            Contingent
                Conversion Ratio Adjustment Feature - If the Company were to obtain
                subsequent equity financing at per share prices less than those obtained
                by the investor, the conversion rate would be lowered to that
                amount.


·
            Prepayment
                penalty - The Note could be prepaid at the Company’s option, with a 30%
                prepayment penalty.




13


YTB
      INTERNATIONAL, INC.


Notes
      to
      Condensed Consolidated Financial Statements


(Unaudited)








·
            Warrant
                Coverage - The Note contained 800,000 detachable stock warrants,
                which
                have a 7 year term, and are exercisable for the first 400,000 warrants
                at
                $1.58 per share, and the second 400,000 warrants at $1.72 per
                share.


·
            Additional
                Loan Option - The investor, at its sole option, had the ability to
                loan an
                additional $1,000,000 to the Company on the same terms as the original
                Note, including proportional warrant
                coverage.


·
            Registration
                Rights - As part of the Note agreement, the Company agreed to file
                a
                registration statement covering the warrants and potential shares
                to be
                issued upon conversion of the Note. The registration statement was
                to be
                filed within 30 days of the agreement, and declared effective within
                120
                days. The registration statement was to be continuously effective
                until
                the investor had sold all of the underlying shares. The registration
                rights agreement provides for a penalty of 2% per month. The Company
                failed to satisfy the registration rights requirement and has accrued
                $160,000 in penalties as of September 30, 2005 under the terms of
                the
                agreement. See Note 13.








Because
      the Note was potentially convertible into an unlimited number of shares of
      common stock, the Company accounted for the Note under the provisions of SFAS
      No. 133, *Accounting
      for Derivative Instruments and Hedging Activities* ,
      and
      EITF Issue No. 00-19, *Accounting
      for Derivative Financial Instruments Indexed to, and Potentially Settled in,
      a
      Company's Own Stock.* Accordingly, the interest rate adjustment feature, conversion feature, and
      additional loan option were, collectively, considered an embedded derivative,
      which was bifurcated from the host debt instrument. The initial allocation
      of
      the gross proceeds of $2,000,000 is as follows:





(RESTATED)Embedded
                Derivative
            
            $
            1,923,201Stock
                Warrants
            
            
            16,192Term
                Note
            
            
            60,607$
            2,000,000





The
      embedded derivative was initially recorded at fair value, and adjusted to fair
      value at each subsequent balance sheet date. The net increase in the embedded
      derivative liability in the three and nine months ended September 30, 2005
      was
      $429,673 and $2,869,578, respectively, and is recorded as Other Expense in
      the
      Consolidated Statement of Operations. The difference between the stated
      principal of the Note of $2,000,000 and its allocated carrying value is being
      amortized as debt discount using the effective interest rate method over the
      term of the Note.





In
      addition to the items noted above, the Company incurred debt issuance costs
      related to the Note of $174,020, of which $148,020 was paid in cash, and $26,000
      was settled by issuing stock warrants. These costs are being amortized over
      the
      term of the Note.





14


YTB
      INTERNATIONAL, INC.


Notes
      to
      Condensed Consolidated Financial Statements


(Unaudited)








NOTE
      7
      - COMMITMENTS AND CONTINGENCIES





Leases





The
      Company is obligated under an operating office lease for the offices in New
      Jersey which expires on April 30, 2008, to pay minimum annual rentals, currently
      at $47,834 per year plus real estate taxes and operating cost charges. The
      Company also is obligated under a multi-year lease for its Illinois headquarters
      at $15,000 per month plus operating charges. In addition, the Company has
      entered into various operating lease agreements with Wal-Mart Stores, Inc.
      (Wal-Mart) for eight locations pursuant to a master lease agreement. The term
      of
      the individual location leases is two years with two options to extend the
      lease
      for one consecutive term of three years followed by one consecutive term of
      five
      years. The Company has also entered into sub-lease agreements with
      franchisees at these Wal-Mart locations. The subleases with the franchises
      also
      have a two year term with options that mirror the master lease renewal
      options.





Following
      is a summary of net rental income (expense) for the Wal-Mart locations for
      the
      three and nine months ended September 30, 2005 and 2004:




(RESTATED)
              Three
                month ended
            
            (RESTATED)
              Nine
                months endedSept.
                30,
              2005
            
            Sept.
                30
              2004
            
            Sept.
                30,
              2005
            
            Sept.
                30,
              2004Sublease
                rental income
            
            $
            30,625
            
            $
            34,432
            
            $
            101,561
            
            
            123,801Less
                minimum rental expense
            
            
            30,831
            
            
            31,516
            
            
            102,333
            
            
            106,438Net
                rental income (expense)
            
            $
            (206
            )
            $
            2,916
            
            $
            (772
            )
            $
            17,363





Employment
      agreements




The
      Company has entered into a long-term employment agreement with each of Mr.
      J.
      Scott Tomer, (Chief Executive Officer), Mr. J. Kim Sorensen, (Vice President),
      Mr. Michael Y. Brent, (President), and Mr. Derek J. Brent, (Secretary). All
      employment agreements expire December 31, 2009 and subject each officer to
      confidentiality provisions, as well as non-raid and non-compete provisions
      for
      an additional 2 years following termination of employment.





Each
      of
      Messrs. J. Kim Sorensen and J. Scott Tomer receive a base annual salary of
      $120,000, increasing annually in 6% increments. They each receive an override
      on
      RTA sales and monthly fees generated by “representative position #2” of the
      YourTravelBiz.com sales organization equal to 50% of the monthly commissions
      and
      overrides earned by such representative position #2, paid monthly. Additionally,
      each of Messrs. J. Kim Sorensen and J. Scott Tomer receives a cash bonus based
      on the net pre-tax income of the Company equal to 2% if net pre-tax income
      is
      between $500,000 and $1,500,000, 2.25% if net pre-tax income is between
      $1,500,000 and $3,000,000 and 2.5% if net pre-tax income is at least $3,000,000.
      They each receive a car allowance and health and medical insurance provided
      by
      the Company. The Company has also taken out a term life insurance policy on
      the
      lives of Messrs. J. Kim Sorensen and J. Scott Tomer in an amount equal to three
      times their respective annual base salary, payable to beneficiaries designated
      by each.





Mr.
      Michael Y. Brent receives a base annual salary of $240,000, increasing annually
      in 6% increments. Mr. Michael Y. Brent receives an override on the RTA sales
      and
      monthly fees generated by “representative position #1” of the YourTravelBiz.com
      sales organization equal to 16.69% of the monthly commissions and overrides
      earned by said position #1, paid monthly. Additionally, Mr. Michael Y. Brent
      receives a cash bonus based on the net pre-tax income of the Company equal
      to 2%
      if net pre-tax income is between




15


YTB
      INTERNATIONAL, INC.


Notes
      to
      Condensed Consolidated Financial Statements


(Unaudited)








$500,000
      and $1,500,000, 2.25% if net pre-tax income is between $1,500,000 and $3,000,000
      and 2.5% if net pre-tax income is at least $3,000,000. Mr. Michael Y. Brent
      receives a car allowance and health and medical insurance provided by the
      Company. The Company has also taken out a term life insurance policy on the
      life
      of Mr. Michael Y. Brent in an amount equal to three times his annual base
      salary, payable to beneficiaries designated by him.





Mr.
      Derek
      J. Brent receives a base annual salary of $120,000, increasing annually in
      $12,000 increments. Additionally, Mr. Derek J. Brent receives a cash bonus
      based
      on the net pre-tax income of the Company equal to 2% if net pre-tax income
      is
      between $500,000 and $1,500,000, 2.25% if net pre-tax income is between
      $1,500,000 and $3,000,000 and 2.5% if net pre-tax income is at least $3,000,000.
      In addition, Mr. Derek J. Brent receives a car allowance and health and medical
      insurance provided by the Company.




NOTE
      8
      - STOCK OPTIONS




At
      September 30, 2005, the Company had a stock-based employee compensation plan
      which is described more fully in Note 8 of the Notes to Consolidated Financial
      Statements in the Company’s 2005 Annual Report on Form 10-KSB.  The Company
      accounts for the plan in accordance with APB No. 25, “Accounting for Stock
      Issued to Employees”, and related Interpretations.   For the three and
      nine months ended September 30, 2005, the Company recognized $22,495 and $67,485
      in compensation expense related to options granted with an exercise price less
      than the fair value of the underlying stock at the date of the grant. Financial
      Accounting Standards Board Interpretation Number 44 (“FIN 44”) requires variable
      accounting for compensation expense when stock options have been cancelled
      and
      reissued with a change in stock price. FIN 44 requires variable accounting
      for
      compensation expense when stock options have been cancelled and re-issued with
      a
      change in strike price.  The variable compensation associated with these
      types of stock options for the three and nine months ended September 30, 2004 was
      compensation expense of $294,667 and $155,100 and $574,000 for the three and
      nine months ended September 30, 2005, respectively. The
      following table illustrates the effect on net loss and loss per share if the
      Company had applied the fair value recognition provisions of SFAS No. 123,
      “Accounting for Stock-Based Compensation”.





(RESTATED)
              Three
                months ended
              September
                30,
            
            (RESTATED)
              Nine
                months ended
              September
                30,2005
            
            2004
            
            2005
            
            2004Net
                loss - as reported
            
            $
            (1,322,146
            )
            $
            (344,251
            )
            $
            (5,516,627
            )
            $
            (714,330
            )Add:
                Stock-based compensation expenseincluded
                in reported net loss
            
            
            177,595
            
            
            294,667
            
            
            641,485
            
            
            294,667Less:
                Additional stock-based compensationexpense
                determined under fair value basedmethod
                for all awards
            
            
            (33,630
            )
            
            (111
            )
            
            (100,890
            )
            
            (333
            )Net
                loss - pro forma
            
            $
            (1,178,181
            )
            $
            (49,695
            )
            $
            (4,976,032
            )
            $
            (419,996
            )Net
                loss per common share - basic and dilutedAs
                reported
            
            $
            (0.05
            )
            $
            (0.03
            )
            $
            (0.23
            )
            $
            (0.06
            )Pro
                forma
            
            $
            (0.05
            )
            $
            (0.00
            )
            $
            (0.21
            )
            $
            (0.04
            )


The
      fair
      value of each option is estimated on the date of grant using the Black-Scholes
      option pricing model with the following weighted-average assumptions used for
      grants in 2005 and 2004: risk-free interest rates of 3.4% and 2.9%,
      respectively: expected lives of 1.0 and 2.0 years, respectively; dividend yield
      of 0% and expected volatility of 75%.


16


YTB
      INTERNATIONAL, INC.


Notes
      to
      Condensed Consolidated Financial Statements


(Unudited)








NOTE
      9
      - RELATED PARTY TRANSACTIONS





During
      the three and nine months ended September 30, 2004, the Company incurred
      consulting fee expenses of $3,000 and $18,000, respectively, for services
      provided by an entity owned by the Company's then chief executive officer,
      a
      significant shareholder of the Company. Under a new employment agreement reached
      in December 2004, such consulting fees have been eliminated.





Certain
      members of management of the Company also own a company that YTB Marketing
      utilizes for printing of its sales materials. During the three and nine months
      ended September 30, 2005, the Company expended $113,620 and $424,422,
      respectively, for printing sales materials and $93,100 and $214,100,
      respectively, for the three and nine months ended September 30, 2004. In
      addition, at September 30, 2005, the Company has a prepaid asset of $44,935
      on
      the balance sheet for payments related to work not yet completed.





NOTE
      10 - CAPITAL STOCK


On
      February 8, 2005, the Company commenced a Private Placement Offering for the
      issuance of up to 1,000,000 shares at a price of $0.80 per share. Pursuant
      to
      the terms of the offering, the minimum investment was $15,000. Each investor
      also received warrants exercisable into a like amount of shares at an exercise
      price of $1.75, exercisable for 5 years from date of issuance.





NOTE
      11 - NEW ACCOUNTING PRONOUNCEMENTS





In
      December 2004, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards (SFAS) No. 123 (revised 2004), “Share-Based
      Payment.” SFAS No. 123(R) requires employee stock options and rights to purchase
      shares under stock participation plans to be accounted for under the fair value
      method, and eliminates the ability to account for these instruments under the
      intrinsic value method prescribed by Accounting Principles Board (APB) Opinion
      No. 25, and allowed under the original provisions of SFAS No. 123 “Accounting
      for Stock-Based Compensation.” SFAS No. 123(R) requires the use of an option
      pricing model for estimating fair value, which is amortized to expense over
      the
      service periods. In April 2005, the Securities and Exchange Commission (SEC)
      delayed the effective date of SFAS No. 123(R), which is now effective for public
      companies for annual, rather than interim, periods that begin after June 15,
      2005. If the company had applied the provisions of SFAS No. 123(R) to the
      financial statements for the three and nine months ended September 30, 2005,
      net
      income would have been reduced by approximately $33,630 and $100,890,
      respectively ($111 and $333 for the three and nine months ended September 30,
      2004). SFAS No. 123(R) allows for either prospective recognition of compensation
      expense or retrospective recognition. The company currently intends to apply
      the
      prospective recognition method and implement the provisions of SFAS No. 123(R)
      beginning in fiscal 2006.










17


YTB
      INTERNATIONAL, INC.


Notes
      to
      Condensed Consolidated Financial Statements


(Unaudited)








NOTE
      12 - 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.
      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. (Note: the amounts for the nine months ended September
      30,
      2004 reflect pre-merger activity). The “parent” column includes corporate items
      not specifically allocated to the segments.





Nine
                Months Ended
              September
                30, 2005
            
            Marketing
            
            Travel
            
            Tech
            
            Parent
            
            Elimination
            
            TotalExternal
                and inter-
              segment
                revenue
            
            $
            10,998,172
            
            $
            3,837,713
            
            $
            142,648
            
            $
            -
            
            $
            (41,700
            )
            $
            14,936,833Segment
                profit (loss)
            
            $
            (32,546
            )
            $
            (157,835
            )
            $
            (45,509
            )
            $
            (5,280,737
            )
            $
            -
            
            $
            (5,516,627
            )Assets
            
            $
            5,783,547
            
            $
            1,212,356
            
            $
            -
            
            $
            7,089,065
            
            $
            (1,115,630
            )
            $
            12,969,338Depreciation
                and amortization
            
            $
            64,167
            
            $
            -
            
            $
            103,815
            
            $
            587,580
            
            $
            -
            
            $
            755,562Capital
                expenditures
            
            $
            337,130
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            337,130





Nine
                Months Ended
              September
                30, 2004
            
            Marketing
            
            Travel
            
            Tech
            
            Parent
            
            Elimination
            
            TotalExternal
                and inter-
              segment
                revenue
            
            $
            -
            
            $
            1,675,705
            
            $
            383,179
            
            $
            -
            
            $
            -
            
            $
            2,058,884Segment
                profit (loss)
            
            $
            -
            
            $
            (507,426
            )
            $
            (206,904
            )
            $
            -
            
            $
            -
            
            $
            (714,330
            )Assets
            
            $
            -
            
            $
            896,869
            
            $
            408,381
            
            $
            -
            
            $
            -
            
            $
            1,305,250Depreciation
                and amortization
            
            $
            -
            
            $
            -
            
            $
            319,695
            
            $
            -
            
            $
            -
            
            $
            319,695Capital
                expenditures
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -







18


YTB
      INTERNATIONAL, INC.


Notes
      to
      Condensed Consolidated Financial Statements


(Unaudited)








NOTE
      13 - SUBSEQUENT EVENTS





On
      October 12, 2005, the lender in the convertible note transaction described
      in
      Note 6 converted the remaining principal balance at that time of $1,800,000
      into
      1,800,000 shares of common stock. On October 31, 2005, the investor exercised
      its option for the additional loan, at which time the Company received cash
      proceeds of $1,000,000. As provided in the agreement, the investor also received
      400,000 additional stock warrants, exercisable at $1.25 per share. The investor
      immediately converted the additional loan into common stock, receiving 800,000
      shares.





On
      January 19, 2006, the Company announced that it had initiated an internal
      investigation as to certain matters related to its former accounting firm,
      Dischino & Associates, P.C., including its probable lack of independence in
      previously reported financial statements and the possible improper recognition
      of approximately $30,000 in revenue for the period ended June 30, 2005. The
      Company retained the legal firm of Greenberg Traurig, LLP to perform the
      investigation.





The
      Company executed an employment agreement on January 30, 2006 with its new Chief
      Financial Officer effective December 1, 2005. The term of the Agreement is
      through December 31, 2009, followed by a three-year renewal period.





On
      February 7, 2006, the Company reported that it was in the process of having
      its
      financial statements for the years ended December 31, 2004 and 2003 as
      previously-filed with the SEC on Form 10-KSB/A, re-audited by UHY LLP, the
      Company's new independent registered public accounting firm.





On
      June
      1, 2006, the Company announced its common stock had been removed from trading
      on
      the OTC Bulletin Board as a result of its annual report on Form 10-KSB for
      the
      year ended December 31, 2005 having not yet been filed with the
      SEC.





On
      July
      26, 2006, the Company purchased 12 acres of land which included a 100,000 square
      foot building (the “Property”) for $2.5 million to house their new corporate
      headquarters in Wood River, Illinois. The Company financed the purchase of
      the
      Property with a note in the amount of $2.5 million with an interest rate of
      Prime, less 0.50% floating daily from Meridian Bank, a local bank. Interest
      only
      is payable monthly for the first two years of the note. The Note is
      collateralized by the first mortgage on the Property and a $500,000 Certificate
      of Deposit. The Certificate of Deposit will be released after the Company makes
      $625,000 of improvements to the Property. The Company has begun a $6.0 million
      renovation project to the Property.





On
      November 20, 2006, the Company entered into a Settlement Agreement with Laurus
      Master Fund, Ltd., (Laurus), whereby the Company agreed to issue an additional
      200,000 shares of YTBI stock to Laurus as settlement for liquidated damages
      for
      the Company’s inability to timely file a Registration Statement as stipulated in
      the original documents between Laurus and YTBI. In addition, all of the original
      document provisions are terminated, excluding the January Warrant and the
      October Warrant. These warrants have not been exercised and the value of these
      warrants have been recognized in the accompanying financial
      statements.





Effective
      November 22, 2006, an agreement has been reached between Michael Brent, Kim
      Sorensen and Scott Tomer for each of them to share a one-third interest in
      YTB
      Rep position #2. Previously, Mr. Brent had a one-sixth share in YTB Rep position
      #1. This agreement was reached to document the verbal agreement between the
      three parties whereby each would receive the same compensation. The Board of
      Directors had instructed the parties to come to a resolution of this issue
      and
      come back with a settlement. Formal approval of the change in employment
      contracts will occur at the next regular Board meeting.





Effective
      November 22, 2006, Michael Y. Brent, Derek J. Brent and Darren J. Brent resigned
      as members of the Company’s Board of Directors. Mr. Michael Y. Brent also
      resigned from his position as President of the Company, and Mr. Derek J. Brent
      resigned from his position as Secretary of the Company.





On
      December 27, 2006, J. Kim Sorenson, 56, was appointed as the President of the
      Company, effective immediately.





On
      December 27, 2006, Lou Brock and John Simmons, Esq. were elected to the
      Company’s Board of Directors, effective immediately. Mr. Brock is the chairman
      of the Compensation Committee, and Mr. Simmons is chairman of the Investment
      Committee.





19


YTB
      INTERNATIONAL, INC.


Notes
      to
      Condensed Consolidated Financial Statements


(Unaudited)








NOTE
      14 - RESTATEMENT OF FINANCIAL STATEMENTS





On
      February 6, 2006, the Company concluded that its financial results for the
      years
      ended December 31, 2003 and 2004 and the interim periods ended March 31, June
      30
      and September 30, 2003, the interim periods ended March 31, June 30, and
      September 30, 2004 and the interim periods ended March 31, June 30, and
      September 30, 2005 would be restated to reflect certain error identified in
      its
      previously filed financial statements.





The
      Company recently filed its amended Annual Report on Form 10-KSB/A No. 6 for
      its
      fiscal year ended December 31, 2004 to reflect the restatement of its audited
      financial statements for the fiscal years ended December 31, 2004 and 2003.
      The
      restatements arose from actions taken by the Company when it became aware of
      the
      lack of independence with the Company’s former independent accounting firm.
      Subsequently, the Company began a review of the financial statements for the
      years ended December 31, 2004 and 2003, which gave rise to additional
      adjustments. An in-depth discussion of the items that have been restated in
      the
      Company’s financial statements for the years ended December 31, 2003 and 2004 as
      well as the interim periods ended March 31, June 30, and September 30, 2004,
      is
      provided in Note 14 included in the Company’s Annual Report on Form 10-KSB/A No.
      6 for the year ended December 31, 2004, which is being incorporated herein
      by
      reference.





The
      following tables summarize in a condensed format the financial statements
      previously reported and as restated as of December 31, 2004 and September 30,
      2005 and for the three and nine months ended September 30, 2005 and 2004. A
      detail discussion of the restated items for September 30, 2005 and the nine
      months then ended follows the summary.








20




YTB
      INTERNATIONAL, INC.


Notes
      to
      Condensed Consolidated Financial Statements


(Unaudited)








**2004
      RESTATEMENT SUMMARY**





As
                of December 31, 2004ASSETS
            
            As
              Previously
              Reported
            
            Adjustment
            
            As
                RestatedCurrent
                assets:Cash
                and cash equivalents
            
            $
            25,449
            
            $
            270
            
            $
            25,719Available-for-sale
                securities
            
            
            528,311
            
            
            -
            
            
            528,311Accounts
                receivable (less allowance for doubtful accounts
              restated
                $200,708 and $65,009 originally reported)
            
            
            383,033
            
            
            (362,622
            )
            
            20,411Prepaid
                marketing commissions
            
            
            1,716,958
            
            
            (94,313
            )
            
            1,622,645Other
                prepaid expenses and current assets
            
            
            15,312
            
            
            (15,312
            )
            
            -Current
                portion of notes receivable
            
            
            24,240
            
            
            (24,240
            )
            
            -Loans
                receivable
            
            
            122,195
            
            
            (122,195
            )
            
            -Total
                current assets
            
            
            2,815,498
            
            
            (618,412
            )
            
            2,197,086Property
                and equipment, net
            
            
            73,121
            
            
            279,926
            
            
            353,047Intangible
                assets, net
            
            
            6,458,333
            
            
            (3,195,533
            )
            
            3,262,800Goodwill
            
            
            9,436,118
            
            
            (7,211,796
            )
            
            2,224,322Other
                assets:Capitalized
                software (less accumulated amortization of
              $1,141,964
                in 2004 and $105,222 originally reported)
            
            
            79,514
            
            
            (79,514
            )
            
            -Security
                deposits receivable and other assets
            
            
            10,460
            
            
            -
            
            
            10,460Prepaid
                commissions, less current portion
            
            
            1,845,936
            
            
            (1,845,936
            )
            
            -Notes
                receivable
            
            
            137,360
            
            
            (51,115
            )
            
            86,245Total
                other assets
            
            
            2,073,270
            
            
            (1,976,565
            )
            
            96,705TOTAL
                ASSETS
            
            $
            20,856,340
            
            $
            (12,722,380
            )
            $
            8,133,960LIABILITIES
                AND STOCKHOLDERS’ EQUITYCurrent
                liabilities:Notes
                payable
            
            $
            202,342
            
            $
            (100,000
            )
            $
            102,342Current
                maturities of long-term debt
            
            
            19,532
            
            
            (764
            )
            
            18,768Accounts
                payable and accrued expenses
            
            
            743,743
            
            
            197,358
            
            
            941,101Current
                portion of deferred revenue
            
            
            1,737,984
            
            
            82,824
            
            
            1,820,808Other
                current liabilities
            
            
            -
            
            
            100,000
            
            
            100,000Total
                current liabilities
            
            
            2,703,601
            
            
            279,418
            
            
            2,983,019Other
                long-term liabilities:Long-term
                debt, less current maturities
            
            
            283,221
            
            
            3,568
            
            
            286,789Deferred
                revenue, less current portion
            
            
            1,956,324
            
            
            (1,870,079
            )
            
            86,245Other
                liabilities
            
            
            20,920
            
            
            -
            
            
            20,920Total
                other long-term liabilities
            
            
            2,260,465
            
            
            (1,866,511
            )
            
            393,954TOTAL
                LIABILITIES
            
            
            4,964,066
            
            
            (1,587,093
            )
            
            3,376,973STOCKHOLDERS’
                EQUITYPreferred
                stock, Series B, 4,092,376 issued and outstanding
            
            
            4,092
            
            
            -
            
            
            4,092Common
                stock, shares issued and outstanding, 18,976,125
              restated
                and originally reported
            
            
            18,976
            
            
            -
            
            
            18,976Additional
                paid-in capital
            
            
            22,055,712
            
            
            (9,438,724
            )
            
            12,616,988Accumulated
                deficit
            
            
            (6,186,506
            )
            
            (1,696,563
            )
            
            (7,883,069
            )TOTAL
                STOCKHOLDERS’ EQUITY
            
            
            15,892,274
            
            
            (11,135,287
            )
            
            4,756,987TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            $
            20,856,340
            
            $
            (12,722,380
            )
            $
            8,133,960





21


YTB
      INTERNATIONAL, INC.


Notes
      to
      Condensed Consolidated Financial Statements


(Unaudited)












Three
              months ended September 30, 2004
            
            Nine
                months ended September 30, 2004As
              Previously
                Reported
            
            Adjustment
            
            As
              Restated
            
            As
              Previously
              Reported
            
            Adjustment
            
            As
              RestatedNET
                REVENUESOnline
                travel store sales and monthly fees
            
            $
            -
            
            $
            150,964
            
            $
            150,964
            
            $
            -
            
            $
            383,179
            
            $
            383,179Travel
                agency commissions
            
            
            588,913
            
            
            (588,913
            )
            
            -
            
            
            1,442,659
            
            
            (1,442,659
            )
            
            -Travel
                commissions and services
            
            
            -
            
            
            458,604
            
            
            458,604
            
            
            -
            
            
            1,190,629
            
            
            1,190,629Website
                hosting fees
            
            
            150,964
            
            
            (150,964
            )
            
            -
            
            
            385,528
            
            
            (385,528
            )
            
            -Franchise
                fees
            
            
            36,151
            
            
            (36,151
            )
            
            -
            
            
            90,753
            
            
            (90,753
            )
            
            -Franchise
                rents
            
            
            36,432
            
            
            (36,432
            )
            
            -
            
            
            123,801
            
            
            (123,801
            )
            
            -Franchise
                service fees and other fees
            
            
            80,271
            
            
            92,863
            
            
            173,134
            
            
            284,015
            
            
            199,943
            
            
            483,958Incentive
                income
            
            
            7,886
            
            
            (7,886
            )
            
            -
            
            
            11,826
            
            
            (11,826
            )
            
            -Miscellaneous
                fees and commissions
            
            
            52,260
            
            
            (52,260
            )
            
            -
            
            
            87,828
            
            
            (87,828
            )
            
            -Other
            
            
            -
            
            
            175
            
            
            175
            
            
            -
            
            
            1,118
            
            
            1,118Total
                net revenues
            
            
            952,877
            
            
            (170,000
            )
            
            782,877
            
            
            2,426,410
            
            
            (367,526
            )
            
            2,058,884OPERATING
                EXPENSESCommissions
            
            
            432,796
            
            
            (432,796
            )
            
            -
            
            
            973,269
            
            
            (973,269
            )
            
            -Travel
                commissions
            
            
            -
            
            
            295,341
            
            
            295,341
            
            
            -
            
            
            968,019
            
            
            968,019Cost
                of travel services and products
            
            
            280,051
            
            
            (280,051
            )
            
            -
            
            
            572,407
            
            
            (572,407
            )
            
            -Franchise
                services and products
            
            
            -
            
            
            39,319
            
            
            39,319
            
            
            -
            
            
            140,205
            
            
            140,205Depreciation
                and amortization
            
            
            12,892
            
            
            93,673
            
            
            106,565
            
            
            37,999
            
            
            281,696
            
            
            319,695Marketing
                and selling
            
            
            53,506
            
            
            (53,506
            )
            
            -
            
            
            83,970
            
            
            (83,970
            )
            
            -General
                and administrative
            
            
            185,556
            
            
            495,446
            
            
            681,002
            
            
            785,945
            
            
            546,969
            
            
            1,332,914Total
                operating expenses
            
            
            964,801
            
            
            157,426
            
            
            1,122,227
            
            
            2,453,590
            
            
            307,243
            
            
            2,760,833INCOME
                (LOSS) FROM OPERATIONS
            
            
            (11,924
            )
            
            (327,426
            )
            
            (339,350
            )
            
            (27,180
            )
            
            (674,769
            )
            
            (701,949
            )OTHER
                INCOME (EXPENSES)Interest
                and dividend income
            
            
            3,609
            
            
            (1,500
            )
            
            2,109
            
            
            29,443
            
            
            (11,536
            )
            
            17,907Interest
                expense
            
            
            (5,776
            )
            
            (1,234
            )
            
            (7,010
            )
            
            (16,186
            )
            
            (14,102
            )
            
            (30,288
            )Loss
                from sales of securities
            
            
            -
            
            
            -
            
            
            -
            
            
            (5,191
            )
            
            5,191
            
            
            -Total
                other income (expenses)
            
            
            (2,167
            )
            
            (2,734
            )
            
            (4,901
            )
            
            8,066
            
            
            (20,447
            )
            
            (12,381
            )Income
                (loss) before income taxes
            
            
            (14,091
            )
            
            (330,160
            )
            
            (344,251
            )
            
            (19,114
            )
            
            (695,216
            )
            
            (714,330
            )Income
                Taxes
            
            
            924
            
            
            (924
            )
            
            -
            
            
            1,670
            
            
            (1,670
            )
            
            -NET
                LOSS
            
            $
            (15,015
            )
            $
            (329,236
            )
            $
            (344,251
            )
            $
            (20,784
            )
            $
            (693,546
            )
            $
            (714,330
            )NET
                LOSS PER SHARE:Weighted
                average shares outstanding
            
            
            9,912,983
            
            
            1,438,862
            
            
            11,351,845
            
            
            9,912,983
            
            
            1,082,360
            
            
            10,995,343Net
                loss per share - basic and diluted
            
            $
            (0.00
            )
            $
            (0.03
            )
            $
            (0.03
            )
            $
            (0.00
            )
            $
            (0.06
            )
            $
            (0.06
            )








22




YTB
      INTERNATIONAL, INC.


Notes
      to
      Condensed Consolidated Financial Statements


(Unaudited)





**2005
      RESTATEMENT SUMMARY**





As
                of September 30, 2005ASSETS
            
            As
              Previously
              Reported
            
            Adjustment
            
            As
                RestatedCurrent
                assets:Cash
                and cash equivalents
            
            $
            2,972,166
            
            $
            (2,309,900
            )
            $
            662,266Available-for-sale
                securities
            
            
            339,371
            
            
            2,217,691
            
            
            2,557,062Accounts
                receivable (less allowance for doubtful accounts
              restated
                $169,644 and $65,009 originally reported)
            
            
            401,745
            
            
            (344,546
            )
            
            57,199Loan
                receivable
            
            
            309,092
            
            
            (309,092
            )
            
            -Notes
                receivable
            
            
            -
            
            
            20,000
            
            
            20,000Prepaid
                marketing commissions
            
            
            4,044,930
            
            
            (31,573
            )
            
            4,013,357Other
                prepaid expenses and current assets
            
            
            532,885
            
            
            (446,700
            )
            
            86,185Total
                current assets
            
            
            8,600,189
            
            
            (1,204,120
            )
            
            7,396,069Property
                and equipment, net
            
            
            375,793
            
            
            131,402
            
            
            507,195Intangible
                assets, net
            
            
            6,083,333
            
            
            (3,393,113
            )
            
            2,690,220Goodwill
            
            
            9,436,118
            
            
            (7,211,796
            )
            
            2,224,322Other
                assets:Security
                deposits receivable and other assets
            
            
            11,818
            
            
            -
            
            
            11,818Capitalized
                software (less accumulated amortization of $1,266,039 in 2005 and
                $130,768
                as previously reported)
            
            
            46,370
            
            
            (46,370
            )
            
            -Prepaid
                commissions
            
            
            4,195,365
            
            
            (4,195,365
            )
            
            -Deferred
                tax assets
            
            
            121,981
            
            
            (121,981
            )
            
            -Loan
                receivable
            
            
            -
            
            
            4,366
            
            
            4,366Deferred
                loan expense
            
            
            -
            
            
            135,348
            
            
            135,348Total
                other assets
            
            
            4,375,534
            
            
            (4,224,002
            )
            
            151,532TOTAL
                ASSETS
            
            $
            28,870,967
            
            $
            (15,901,629
            )
            $
            12,969,338LIABILITIES
                AND STOCKHOLDERS’ EQUITYCurrent
                liabilities:Notes
                payable
            
            $
            -
            
            $
            151,285
            
            $
            151,285Current
                maturities of long-term debt
            
            
            1,901,594
            
            
            (1,882,256
            )
            
            19,338Accounts
                payable and accrued expenses
            
            
            1,351,835
            
            
            407,578
            
            
            1,759,413Deferred
                revenue
            
            
            3,481,307
            
            
            952,012
            
            
            4,433,319Convertible
                debt derivative
            
            
            -
            
            
            366,218
            
            
            366,218Income
                taxes currently payable
            
            
            108,740
            
            
            (108,740
            )
            
            -Interest
                payable
            
            
            19,020
            
            
            (19,020
            )
            
            -Total
                current liabilities
            
            
            6,862,496
            
            
            (132,923
            )
            
            6,729,573Other
                long-term liabilities:Long-term
                debt, less current maturities
            
            
            678,333
            
            
            (407,726
            )
            
            270,607Convertible
                debt derivatives
            
            
            -
            
            
            4,792,779
            
            
            4,792,779Deferred
                revenue, less current portion
            
            
            4,455,791
            
            
            (4,451,425
            )
            
            4,366Other
                liabilities
            
            
            -
            
            
            23,636
            
            
            23,636Total
                other long-term liabilities
            
            
            5,134,124
            
            
            (42,736
            )
            
            5,091,388TOTAL
                LIABILITIES
            
            
            11,996,620
            
            
            (175,659
            )
            
            11,820,961STOCKHOLDERS’
                EQUITYCommon
                stock, 24,530,989 shares issued and outstandingrestated
                and as originally reported
            
            
            24,531
            
            
            -
            
            
            24,531Additional
                paid-in capital
            
            
            23,945,253
            
            
            (9,421,711
            )
            
            14,523,542Accumulated
                deficit
            
            
            (7,093,986
            )
            
            (6,305,710
            )
            
            (13,399,696
            )Accumulated
                other comprehensive income
            
            
            (1,451
            )
            
            1,451
            
            
            -TOTAL
                STOCKHOLDERS’ EQUITY
            
            
            16,874,347
            
            
            (15,725,970
            )
            
            1,148,377TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            $
            28,870,967
            
            $
            (15,901,629
            )
            $
            12,969,338




23




YTB
      INTERNATIONAL, INC.


Notes
      to
      Condensed Consolidated Financial Statements


(Unaudited)






Three
                months ended September 30, 2005
            
            Nine
                months ended September 30, 2005As
              Previously
                Reported
            
            Adjustment
            
            As
              Restated
            
            As
              Previously
              Reported
            
            Adjustment
            
            As
              RestatedNET
                REVENUESOnline
                travel store sales and monthly fees
            
            $
            -
            
            $
            4,348,697
            
            $
            4,348,697
            
            $
            -
            
            $
            9,773,502
            
            $
            9,773,502Monthly
                maintenance fees
            
            
            2,789,252
            
            
            (2,789,252
            )
            
            -
            
            
            6,235,863
            
            
            (6,235,863
            )
            
            -Travel
                commissions and services
            
            
            -
            
            
            1,257,897
            
            
            1,257,897
            
            
            -
            
            
            3,507,373
            
            
            3,507,373Franchise
                service fees and other fees
            
            
            62,922
            
            
            52,963
            
            
            115,885
            
            
            203,695
            
            
            128,352
            
            
            332,047New
                RTA sales
            
            
            872,485
            
            
            (872,485
            )
            
            -
            
            
            2,063,200
            
            
            (2,063,200
            )
            
            -Travel
                agency commissions
            
            
            1,216,873
            
            
            (1,216,873
            )
            
            -
            
            
            3,369,724
            
            
            (3,369,724
            )
            
            -Web
                hosting fees
            
            
            76,609
            
            
            (76,609
            )
            
            -
            
            
            252,813
            
            
            (252,813
            )
            
            -Franchise
                fees
            
            
            -
            
            
            -
            
            
            -
            
            
            122,470
            
            
            (122,470
            )
            
            -Franchise
                rents
            
            
            30,624
            
            
            (30,624
            )
            
            -
            
            
            172,277
            
            
            (172,277
            )
            
            -Printing
                and administrative service fees
            
            
            696,294
            
            
            (696,294
            )
            
            -
            
            
            1,780,013
            
            
            (1,780,013
            )
            
            -Incentive
                income
            
            
            24,915
            
            
            (24,915
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Miscellaneous
                fees and commissions
            
            
            101,585
            
            
            (101,585
            )
            
            -
            
            
            232,660
            
            
            (232,660
            )
            
            -Other
            
            
            -
            
            
            622,632
            
            
            622,632
            
            
            -
            
            
            1,323,911
            
            
            1,323,911Gross revenues
            
            
            5,871,559
            
            
            473,552
            
            
            6,345,111
            
            
            14,432,715
            
            
            504,118
            
            
            14,936,833Less
                returns and allowances
            
            
            345,800
            
            
            (345,800
            )
            
            -
            
            
            680,811
            
            
            (680,811
            )
            
            -Total
                net revenues
            
            
            5,525,759
            
            
            819,352
            
            
            6,345,111
            
            
            13,751,904
            
            
            1,184,929
            
            
            14,936,833OPERATING
                EXPENSESCommissions
            
            
            3,183,916
            
            
            (3,183,916
            )
            
            -
            
            
            6,046,884
            
            
            (6,046,884
            )
            
            -Marketing
                commissions
            
            
            -
            
            
            3,024,180
            
            
            3,024,180
            
            
            -
            
            
            6,887,667
            
            
            6,887,667Travel
                commissions
            
            
            -
            
            
            856,892
            
            
            856,892
            
            
            -
            
            
            2,495,982
            
            
            2,495,982Cost
                of travel services and products
            
            
            229,591
            
            
            (229,591
            )
            
            -
            
            
            1,858,904
            
            
            (1,858,904
            )
            
            -Franchise
                services and products
            
            
            -
            
            
            43,238
            
            
            43,238
            
            
            -
            
            
            142,654
            
            
            142,654Depreciation
                and amortization
            
            
            150,815
            
            
            72,881
            
            
            223,696
            
            
            444,354
            
            
            311,208
            
            
            755,562Marketing
                and selling
            
            
            125
            
            
            61,672
            
            
            61,797
            
            
            525
            
            
            123,894
            
            
            124,419General
                and administrative
            
            
            2,608,779
            
            
            117,462
            
            
            2,726,241
            
            
            5,548,894
            
            
            1,056,350
            
            
            6,605,244Total
                operating expenses
            
            
            6,173,226
            
            
            762,818
            
            
            6,936,044
            
            
            13,899,561
            
            
            3,111,967
            
            
            17,011,528LOSS
                FROM OPERATIONS
            
            
            (647,467
            )
            
            56,534
            
            
            (590,933
            )
            
            (147,657
            )
            
            (1,927,038
            )
            
            (2,074,695
            )OTHER
                INCOME (EXPENSES)Interest
                and dividend income
            
            
            33,266
            
            
            3,182
            
            
            36,448
            
            
            72,800
            
            
            (5,466
            )
            
            67,334Interest
                expense
            
            
            (156,573
            )
            
            (181,415
            )
            
            (337,988
            )
            
            (838,779
            )
            
            199,091
            
            
            (639,688
            )Change
                in fair market value of derivatives
            
            
            -
            
            
            (429,673
            )
            
            (429,673
            )
            
            -
            
            
            (2,869,578
            )
            
            (2,869,578
            )Loss
                on sale of short term investments
            
            
            -
            
            
            -
            
            
            -
            
            
            (5,671
            )
            
            5,671
            
            
            -Total
                other income (expenses)
            
            
            (123,307
            )
            
            (607,906
            )
            
            (731,213
            )
            
            (771,650
            )
            
            (2,670,282
            )
            
            (3,441,932
            )Income
                (loss) before income taxes
            
            
            (770,774
            )
            
            (551,372
            )
            
            (1,322,146
            )
            
            (919,307
            )
            
            (4,597,320
            )
            
            (5,516,627
            )Income
                Taxes
            
            
            -
            
            
            -
            
            
            -
            
            
            (11,827
            )
            
            11,827
            
            
            -NET
                LOSS
            
            $
            (770,774
            )
            $
            (551,372
            )
            $
            (1,322,146
            )
            $
            (907,480
            )
            $
            (4,609,147
            )
            $
            (5,516,627
            )NET
                LOSS PER SHARE:Weighted
                average shares outstanding
            
            
            24,418,669
            
            
            1,208
            
            
            24,419,877
            
            
            21,485,566
            
            
            2,664,090
            
            
            24,149,656Net
                loss per share - basic and diluted
            
            $
            (0.03
            )
            $
            (0.02
            )
            $
            (0.05
            )
            $
            (0.04
            )
            $
            (0.19
            )
            $
            (0.23
            )











24





YTB
      INTERNATIONAL, INC.


Notes
      to
      Condensed Consolidated Financial Statements


(Unaudited)








The
      following provides an in-depth discussion of the items that have been restated
      in the Company’s financial statements as of and for the three and nine months
      ended September 30, 2005 as summarized above:





**Cash
      and Cash Equivalents**





The
      Company identified errors in its bank and investment account reconciliation
      process which resulted in adjustments to the recorded balances. In addition,
      certain amounts previously reported as cash were reclassified to
      available-for-sale securities.





**Available-for-sale
      Securities**





The
      restatement represents a reclassification of previously-reported amounts that
      were incorrectly classified as cash.





**Accounts
      Receivable (including Allowances for Doubtful Accounts)**





The
      Company had not previously properly assessed the collectibility of its recorded
      accounts receivable balances. Upon an in-depth review the Company concluded
      that
      certain accounts should have been written off and the allowance for doubtful
      accounts should have been increased to allow for potentially uncollectible
      accounts.





**Loans
      Receivable**





The
      Company had not properly reconciled the certain accounts including the loans
      receivable.account. Upon an in-depth review the Company concluded that the
      amounts reflected in loans receivable did not represent valid collectible loans.
      Accordingly, the Company recorded an adjustment to write off this
      balance.





**Prepaid
      Marketing Commissions and Deferred Revenue**





Based
      upon a more detailed analysis by Company management, the Company concluded
      that
      the proper estimated life of an RTA was 12 months. Previously, the company
      had
      estimated the life of an RTA to be 36 months. The change resulted in all prepaid
      commissions being categorized as current as well as reduction in the overall
      amount of the prepaid commissions. Additionally, the change in the RTA life
      had
      a similar impact upon deferred revenue. Adjustments were also made to the
      prepaid commissions as a result of the Company not previously analyzing the
      actual marketing commissions paid in relation to original enrollments.




**Deferred
        Tax Assets**
  Although
        the Company has a deferred tax asset, the
        Company failed to appropriately record a valuation allowance against such
        asset.
        The restatement reflects the recording of a valuation allowance against the
        deferred tax asset.




**Other
      Prepaid Expenses and Current Assets**





The
      restatement represents a reclassification of previously - reported
      amounts.





**Property
      and Equipment (net) (Capitalized Software)**





As
      discussed in the 2003 restatement summary included in Note 14 in the Company’s
      Annual Report on Form 10-KSB/A No. 6 for the year ended December 31, 2004,
      the
      Company previously wrote down capitalized software during 2003, and had
      determined that the write down was not appropriate, The restatement reflects
      the
      reversal of the original write-down of capitalized software occurring in 2003,
      less additional amortization of such capitalized software recorded in 2004
      and
      in the first quarter of 2005. Additionally, the balances in the previously
      separately reported Capitalized Software caption have been reclassified and
      are
      now included in the Property and Equipment caption.





Additionally,
      the restatement is a result of the previously issued financial statements not
      properly reflecting property and equipment acquired in conjunction with the
      merger transactions on December 8, 2004. In addition the Company had not
      properly capitalized certain equipment purchases from the date of acquisition
      through September 30, 2005.








25


YTB
      INTERNATIONAL, INC.


Notes
      to
      Condensed Consolidated Financial Statements


**(Unaudited)**





**Intangible
      Assets (net) and Goodwill**





Upon
      the
      merger of YTB, Inc. and REZconnect, the excess of the value of the equity issued
      for the assets was recorded as Intangible Assets, including Goodwill. An
      independent appraisal was not performed. During 2005, the Company retained
      a
      qualified firm to perform valuations to determine the value of the consideration
      exchanged in the transaction as well as the value of identifiable intangible
      assets as of the acquisition date. As a result of the appraisal the Company
      determined that the total fair value of the consideration provided in the
      purchase was $4,847,928. Previously, the Company had reflected the value of
      the
      consideration to be $15,257,445. The allocation of the revised purchase price
      to
      the fair value of assets acquired resulted in a reduction in the value
      attributable to intangible assets, net of adjusted accumulated amortization
      of
      $3,190,000 and a reduction in the residual value allocated to goodwill in the
      amount of $7,211,796. In addition, the appraisal identified differing lives
      for
      the recorded intangible assets. The combination of different asset values and
      different amortization periods resulted in an increase in amortization in the
      amount of $203,113.





**Notes
      Receivable and Deferred Revenue**





In
      addition to the evaluation of the collectibility of accounts receivable
      performed by the Company the Company identified that it had not previously
      properly assessed the collectibility of its recorded notes receivable related
      to
      franchise operations. Upon an in-depth review, the Company concluded that
      certain notes should have been written off. The Company’s policy with respect to
      revenue recognition relative to franchise operations requires the collection
      of
      any amounts owed from franchisees before it is deemed appropriate to record
      revenue. Accordingly, the balances recorded in notes receivable are fully offset
      by a liability for deferred revenue. The deferred revenue balance was adjusted
      to reflect an offsetting adjustment to the write down of notes
      receivable.





**Security
      Deposits Receivable and Other Assets, Deferred Loan Expense, Convertible Debt
      Derivatives, Long-term Debt Less Current Maturities, Long-term Convertible
      Debt
      Derivatives**





The
      restatements represent corrections that were made to properly account for the
      convertible term note (the “NOTE”) the Company entered into in January 2005. The
      previous accounting treatment was revised and the transaction was recorded
      in
      accordance with SFAS No. 133 and EITF Issue No. 00-19. The corrected initial
      allocation of the gross proceeds of $2,000,000 was $1,923,201 allocated to
      the
      embedded derivative, $16,192 allocated to stock warrants and $60,607 allocated
      to the term note. The embedded derivative was initially recorded at fair value,
      and adjusted to fair value at teach subsequent balance sheet date. The net
      increase in the embedded derivative liability in the three and nine months
      ended
      September 30, 2005 was $429,673 and $2,869,578 and is recorded as Other Expense
      in the Consolidated Statement of Operations. The difference between the stated
      principal of the Note of $2,000,000 and its allocated carrying value is being
      amortized as debt discount using the effective interest rate method over the
      term of the Note. In addition, the Company incurred debt issuance costs related
      to the Note in the amount of $174,020, which are being amortized over the term
      of the Note. See Note 6.





In
      addition, the Company failed to satisfy the registration rights requirement
      and
      has accrued $160,000 in penalties as of September 30, 2005 under the terms
      of
      the agreement. See Note 14.





**Notes
      Payable**





The
      Company determined that it did not record the note payables for a
      vehicle.





**Accounts
      Payable and Accrued Expenses**





As
      a
      result of a lack of internal controls related to proper cut-off and recording
      of
      expenses, the balances previously reported were not proper. Company management
      reviewed and analyzed transactions, making appropriate cut-off corrections
      for
      these transactions, resulting in changes to previously reported results in
      the
      amount of $407,578 with an equivalent increase in expenses.





26


YTB
      INTERNATIONAL, INC.


Notes
      to
      Condensed Consolidated Financial Statements


**(Unaudited)**





As
      discussed previously, the Company identified unrecorded liabilities related
      to
      revolving credit card debt that had not been recorded in prior periods. 
The Company recorded expense for amounts charged to the cards based on payments
      made. In 2004 credit card payments were made in excess of charges in the amount
      of $53,334. In addition the Company identified that it had not accrued all
      amounts owed to its CEO under his compensation agreement and reflected
      additional compensation expense in the amount of $36,118. This liability was
      offset against personal charges included in the credit card adjustment discussed
      above in the amount of $8,863. Correction of these items resulted in a decrease
      in current liabilities of $26,079 and a corresponding increase in
      equity.




**Other
      Current Liabilities**





The
      restatement represents a reclassification of previously-reported amounts that
      were incorrectly classified as other current liabilities.





**Current
      Maturities of Long-Term Debt and Long Term Debt**





The
      Company determined that it had incorrectly identified the current portion of
      its
      long-term debt and recorded an adjustment to properly reflect the principal
      amounts currently due.


**Income
        Taxes Currently Payable**
 
 As
        a
        result of the Company's operating losses, no income taxes need to be
        provided.


**Preferred
      Stock, Common Stock and Additional Paid In Capital**





In
      its
      originally filed financial statements the Company did not maintain an adequate
      accounting of shares issued to employees and others in compensation for services
      and did not properly apply generally accepted principles to record the issuance
      of those share. In its restated financial statements, the Company has corrected
      the following errors:





·
            During
                2004, additional equity compensation in the amount of $1,113,612
                has been
                recorded as a result of shares issued for services to vendors and
                employees that had not been previously recorded. The amount recorded
                as
                equity compensation was the fair value of the shares as of the date
                of
                issuance.





·
            As
                discussed previously, the Company has corrected a previously recorded
                prior period adjustment it had recorded to reflect the issuance of
                900,000
                shares to an officer of the Company. The shares were issued in 2004.
                The
                total expense of $252,000 was recorded as a result of the share issuance.
                The company had previously reflected a prior period adjustment $201,600.
                As no binding agreement had been entered into by the Company to justify
                the accrual of an expense in the prior period the expense properly
                belongs
                in the period in which the shares were issued. Accordingly, the Company
                has reversed the previously recorded prior period adjustment and
                reflected
                the all of the expense in 2004





·
            In
                2001 the Company cancelled and reissued and repriced its outstanding
                options. Under the requirements of FIN 44 the reissuance and repricing
                subjects the stock option to variable accounting. In 2004 and the
                first
                quarter of 2005, the Company recorded additional equity compensation
                to
                reflect the change in value of its stock options under the provisions
                of
                APB No. 25 as interpreted by FIN 44 in the amount of $111,061 and
                $172,000, respectively, and $246,900 and $155,100, respectively,
                in the
                second and third quarters of 2005.





·
            During
                the first quarter of 2005, equity compensation in the amount of $81,377
                was previously recorded as a result of 88,152 shares issued as
                compensation for services to non-empolyees with an offsetting adjustment
                to common stock in the amount of $88 and additional paid in capital
                in the
                amount of $81,289. The Company adjusted the amount recorded to additional
                paid in capital by $35,272 to reflect the fair value of the shares
                as of
                the date of issuance.





·
            During
                the second quarter of 2005, equity compensation in the amount of
                $10,293
                was previously recorded as a result of 7,668 shares issued as compensation
                for services to non-empolyees with an offsetting adjustment to common
                stock in the amount of $8 and additional paid in capital in the amount
                of
                $10,298. The Company adjusted the amount recorded to additional paid
                in
                capital by $4,063 to reflect the fair value of the shares as of the
                date
                of issuance.





During
      2004, as a result of the appraisal performed on the value of shares issued
      in
      connection with the purchase of YTBas more fully describe above the Company
      concluded that the value previously attributed to the shares issued was in
      error. Accordingly the Company revised the value of the consideration given
      in
      the transaction. The value originally subscribed to the transaction was reduced
      by $10,687,621.





27


YTB
      INTERNATIONAL, INC.


Notes
      to
      Condensed Consolidated Financial Statements


**(Unaudited)**





During
      the first quarter of 2005, the Company had previously recorded an incorrect
      entry to reflect the convertible debt offering entered into in January 2005.
      As
      a result, the Company reversed the original entry of $706,000 to additional
      paid
      in capital and recorded $42,192 to reflect the value of warrants issued in
      conjunction with the convertible debt. (See separate caption for all changes
      relative to this item.)





As
      a
      result of the various restatement items identified by the Company, the following
      changes have been reflected in stockholders’ equity:








Total
                Stockholders’ Equity at September 30, 2005
                previously-reported
            
            $
            16,874,3472004
                adjustment for shares issued to employees
            
            
            1,267,7002004
                adjustment for shares issued to non-employees
            
            
            46,6622004
                adjustment in value of shares issued in purchase of YTB
            
            
            (10,687,621
            )2004
                change in previously-reported net loss
            
            
            (1,905,039
            )2004
                stock option compensation for 2001 repriced options
            
            
            111,061Q105
                adjustment for value of shares issued for services
            
            
            35,272Q205
                adjustment for value of shares issued for services
            
            
            4,063Q105
                value of warrants issued in conjunction with debt offering
            
            
            42,192Q105
                stock option compensation for 2001 repriced options
            
            
            172,000Q205
                stock option compensation for 2001 repriced options
            
            
            246,900Q305
                stock option compensation for 2001 repriced options
            
            
            155,100Q105
                compensation expense recognized for in-the-money options
            
            
            22,495Q205
                compensation expense recognized for in-the-money options
            
            
            22,495Q305
                compensation expense recognized for in-the-money options
            
            
            22,495Q105
                reversal of incorrect entry for convertible debt
            
            
            (706,000
            )Q105
                change in previously-reported net loss
            
            
            (2,417,169
            )Q205
                change in previously-reported net loss
            
            
            (1,640,606
            )Q305
                change in previously-reported net loss
            
            
            (551,372
            )Other
            
            
            33,402Total
                Stockholders’ Equity as restated
            
            $
            1,148,377









**Net
      Revenues**





Based
      upon a more detailed analysis by company management, the Company concluded
      that
      the proper life of an RTA was 12 months. Previously, the Company had estimated
      the life of an RTA to be 36 months. This resulted in a reduction in deferred
      revenue and an increase in recorded revenue which was offset by previously
      overstated revenue related to intercompany website user fees and travel
      commission revenue. In
      addition, the previously reported revenues for the third quarter included the
      reversal of an erroneous journal entry originally made during June 2005 which
      recorded an additional $30,000 in revenue. The erroneous journal entry has
      been
      revised in the restated financial statements included in the amended filing
      on
      Form 10-QSB/A for the period ending June 30, 2005, and accordingly, revenue
      has
      been restated during the third quarter to reflect such reversal now being
      properly reflected during the second quarter. In
      addition, certain travel related revenue had previously been recognized on
      a
      gross rather than net basis for transactions in which the Company was an agent.
      In addition, the Company has reclassified amounts within the reported revenue
      captions to accurately reflect the components of revenue.





**Commissions
      Expense (Represents Marketing Commission Expense and Travel Commission Expense)
      and Cost of Travel Services and Products/Marketing and
      Selling**





Previously-reported
      results reflected Travel Commission Expenses on a cash basis rather than a
      full
      accrual basis. Restatements were necessary to properly reflect such expense
      on
      an accrual basis. In addition, certain reclassifications have been made from
      Marketing and Selling expense and Cost of Travel Services and Products to the
      Commissions Expense account.





28


YTB
      INTERNATIONAL, INC.


Notes
      to
      Condensed Consolidated Financial Statements


**(Unaudited)**








**Depreciation
      and Amortization Expense**





As
      a
      result of the change in values assigned to Intangible Assets described
      previously and changes to the estimated useful lives of the assets amortization
      expense has been adjusted from previously reported amounts. Additionally,
      adjustments have been recorded to reflect the continued amortization of
      capitalized software costs that had previously been written off, but for which
      write-off was reversed in 2003 (see 2003 Restatement Summary in Note 14 included
      in the Company’s Annual Report on Form 10-KSB/A No. 6 for the year ended
      December 31, 2004 ).





**Franchise
      Services and Products**





After
      additional review by Company management, it was determined that numerous
      adjustments were necessary to properly classify Franchise Services and Products.
      This review was performed in conjunction with the review of franchise revenue
      discussed above. The restatements are a result of the need to record such
      expenses on an accrual basis and also due to the reclassification of certain
      expenses between revenue segments.





**Marketing,
      Selling, General and Administrative Expenses**





The
      increase is a result of recording additional expense related to certain
      share-based transactions that were not originally recorded as discussed above,
      in addition to the reclassification of certain previously reported amounts.
      In
      addition, as previously discussed the company failed to achieve a proper cut-off
      of expenses and properly record certain credit card transactions and adjusted
      accounts payable and accrued expenses to reflect additional amounts recorded
      as
      of September 30, 2005.





**Change
      in Fair Market Value of Derivatives**





Corrections
      were made to properly account for the convertible term note (the “NOTE”) the
      Company entered into in January 2005. The previous accounting treatment was
      revised and the transaction was recorded in accordance with SFAS No. 133 and
      EITF Issue No. 00-19. The corrected initial allocation of the gross proceeds
      of
      $2,000,000 was $1,923,201 allocated to the embedded derivative, $16,192
      allocated to stock warrants and $60,607 allocated to the term note. The embedded
      derivative was initially recorded at fair value, and adjusted to fair value
      at
      teach subsequent balance sheet date. The net increase in the embedded derivative
      liability in the three and nine months ended September 30, 2005 was $429,673
      and
      $2,869,578, respectively, and is recorded as Other Expense in the Consolidated
      Statement of Operations. See Note 6.





**Loss
      from Sales of Short-Term Investments and Interest Expense**





Sales
      of
      investments were included in the investment analysis prepared by management.
      The
      review determined that there were no losses associated with the sale of
      short-term investments and should amounts reflected as expense should have
      been
      reported as interest expense; therefore a reclassification between these
      accounts was necessary.




**Interest
      and Dividend Income**





Interest
      income was previously overstated due to improper interest income recognition
      and
      reclassifications from previous reported amounts.








29


YTB
      INTERNATIONAL, INC.


Notes
      to
      Condensed Consolidated Financial Statements


(Unaudited)








**Income
      Taxes**





As
      a
      result of the Company’s operating losses, no income taxes need to be
      provided.




**Net
      Loss**





As
      a
      result of the various restatement items identified by the Company, the following
      changes have been reflected in net loss for the three and nine months ended
      September 30, 2005.





Three
                months ended September 30, 2005
            
            Nine
                months ended
              September
                30, 2005Net
                loss as previously reported
            
            $
            (770,774
            )
            $
            (907,480
            )Revenue
                gross to net
            
            
            (171,937
            )
            
            (456,483
            )Travel
                commission expense gross to net
            
            
            291,654
            
            
            441,767Variable
                accounting on repriced stock options
            
            
            (155,100
            )
            
            (574,000
            )Stock
                option compensation
            
            
            (22,495
            )
            
            (67,485
            )Accrual
                basis accounting for operating expenses
            
            
            (4,856
            )
            
            (583,496
            )Accounts
                receivable bad debt expense
            
            
            -
            
            
            (169,644
            )Amortization
                of capitalized software
            
            
            (72,881
            )
            
            (311,208
            )Change
                in fair market value of derivatives
            
            
            (429,673
            )
            
            (2,869,578
            )Other
            
            
            13,916
            
            
            (19,020
            )Net
                loss as restated
            
            $
            (1,322,146
            )
            $
            (5,516,627
            )




30


**ITEM
      2.**  **MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**





YTB
      International, Inc. (the “Company”) is a leading Internet provider of online
      travel stores for travel agencies and home-based representatives using its
      services and technology. As described elsewhere in this report, YTB
      International, Inc. became the successor to the former REZconnect following
      the
      December 8, 2004 merger with YourTravelBiz.com, Inc. (“YTB, Inc.”) and the
      Company’s subsequent reincorporation under the laws of the State of Delaware on
      January 4, 2005. Subsequent to the reincorporation, on January 4, 2005, the
      Company’s three operating groups became distinct wholly owned subsidiaries
      consisting of YourTravelBiz.com, Inc. (“YTB Marketing”), REZconnect Technologies
      Inc. (“Technologies”) and YTB Travel Network, Inc. (“YTB Travel”).





The
      Company operates 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.” The Company is also a full-service provider of discount travel
      products and services to the leisure and small business traveler. The Company
      offers its 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, the Company offers its 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.





Technologies’
      consumer driven websites provide strong content and book-ability with over
      60
      booking engines incorporated into one site, covering all aspects of the travel
      industry. Sites are available for use 24 hours, 7 days a week, allowing travel
      agents the ability to personally follow-up with the online consumer and provide
      customer service. Technologies has signed contracts with numerous Consortium
      groups to build online super sites for their agent base, including Hickory
      Leisure, InteleTravel, OSSN, and ARTA.





YTB
      Travel 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.





YTB
      Marketing is a direct sales organization marketing the Referring Travel Agent
      (“RTA”) online business opportunity and has sold 12,000 online travel stores
      which are currently in the system. The RTAs have the ability to book individual
      and group travel. YTB Marketing conducts business through recruitment,
      enrollment, initial training, and support of its sales force. YTB Marketing
      is a
      referral marketing group providing support products and services for the sales
      representatives. Currently, there are over 12,000 RTA consumer websites in
      operation and 1,700 Book MyTravel websites in operation. Site owners are
      permitted to solicit organizations and associations for travel sites allowing
      for site owners to earn more revenue.








31


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 likelihood
      of collection of the franchise fee is relatively assured. The Company generally
      defers 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.





Our
      revenues are divided among our franchise systems. YTB Travel 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. The Company
      expects that Technologies will continue to play an important part in our 2005
      revenue projections as the Company releases the various applications within
      the
      travel and entertainment industries. Operational expenses are related to
      franchise system sales and support personnel, executive management and minimal
      administrative personnel. During the last three years a larger portion of our
      expenses were related to our technology development.





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. Airline tickets are a
      non-commissionable item and revenues are earned from service fees, which range
      from $4 to $15 per ticket. 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 YTB Travel incentive
      commissions above the standard compensation for its volume business. YTB Travel
      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 latter offering the
      Company lower commissions. There can be no assurance that travel suppliers
      will
      not reduce commission rates paid to YTB Travel 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.





YTB
      Marketing services an RTA network, while Technologies services the travel agent
      community. They both typically charge $49.95 per month on a non-contract basis
      to own and operate an online travel site, plus the Company can earn
      transactional compensation from travel purchased off each website. 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.





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. In
      addition, as “baby boomers” reach retirement age, the Company believes this
      segment of the market will pursue more leisure travel. 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, the Company believes the ability to own
      a
      home-based business is becoming an even more attractive option. Finally, the
      Company believes 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.




32


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:




(RESTATED)
              Nine
                Months
              Ended
              September
                30, 2005
            
            (RESTATED)
              Nine
                Months
              Ended
              September
                30, 2004RevenuesOnline
                travel store sales and monthly fees
            
            
            65.4
            %
            
            18.7
            %Travel
                commissions and services
            
            
            23.5
            %
            
            57.8
            %Franchise
                service and other fees
            
            
            2.2
            %
            
            23.4
            %Miscellaneous
            
            
            8.9
            %
            
            0.1
            %TOTAL
                REVENUES
            
            
            100.0
            %
            
            100.0
            %Operating
                ExpensesMarketing
                commissions
            
            
            46.1
            %
            
            0.0
            %Travel
                commissions
            
            
            16.7
            %
            
            47.1
            %Franchise
                fees
            
            
            1.0
            %
            
            6.8
            %Depreciation
                an amortization
            
            
            5.1
            %
            
            15.5
            %Marketing
                and selling
            
            
            0.8
            %
            
            0.0
            %General
                and administrative
            
            
            43.8
            %
            
            65.7
            %TOTAL
                OPERATING EXPENSES
            
            
            113.5
            %
            
            135.1
            %LOSS
                FROM OPERATIONS
            
            
            (13.5
            %)
            
            (35.1
            %)Other
                Income (Expenses)Change
                in fair market value of derivatives
            
            
            (19.2
            %)
            
            0.0
            %Interest
                and dividend Income
            
            
            0.5
            %
            
            0.8
            %Interest
                expense
            
            
            (4.3
            %)
            
            (1.5
            %)TOTAL
                OTHER INCOME
            
            
            (23.0
            %)
            
            (0.7
            %)Net
                Loss
            
            
            (36.5
            %)
            
            (35.8
            %)





NOTE:
      The
      consolidated results for the nine-months ended September 30, 2005 include the
      accounts of the Company and its three wholly-owned subsidiaries, Technologies;
      YTB Travel; and YTB Marketing. The results for the nine months ended September
      30, 2004 represent the accounts of the former REZconnect only, because at
      September 30, 2004, the merger and subsequent consolidation had not yet
      occurred. As such, comparisons between September 30, 2005 and September 30,
      2004
      will reflect variances causing incompatibility between those two
      periods.




33


Revenues





Franchise
      service fee and other fees decreased $(151,911) for the nine-month period
      ended September 30, 2005, as compared to the nine-month period ended September
      30, 2004.





Travel
      commissions  and services increased by $2,316,744 in the 2005
      nine-month period, an increase of approximately 194.5%. The increase is
      attributable to an increase in the representatives utilizing the Company as
      their travel provider.





Online
      travel store sales and monthly fees increases are attributable to the merger
      with YTB, Inc. (see note above).





Other income
      increased $1,322,793 for the nine-month period ended September 30, 2005, as
      compared to the nine-month period ended September 30, 2004.





Expenses





Marketing
      commissions are attributable to the merger with YTB, Inc. (see note
      above).





The
      cost
      of travel commissions increased by $1,527,963 or 157.8% for the 2005 nine month
      period, as compared to the 2004 nine-month period.





Franchise services
      and products  increased by $2,449 or 1.7% for the 2005 nine month period,
      as compared to the 2004 nine month period.





Depreciation
      and amortization expenses increased by $435,867 for the 2005 nine month period,
      as compared to the 2004 nine month period, which is attributable mainly to
      the
      amortization of the sales representative agreements acquired in the merger
      with
      YTB, Inc..





The
      cost
      of marketing commissions for the 2005 nine month period increased compared
      to
      the 2004 nine month period which is attributable to the merger with YTB, Inc.
      (see note above).





General
      and administrative expenses increased by $5,272,330 for the 2005 nine month
      period, as compared to the 2004 nine month period. As a percentage of total
      revenues, general and administrative expenses were 44.2% in 2005 as compared
      to
      64.7% in 2004. The increase in general and administrative expense in 2005 is
      attributable to the merger with YTB, Inc.





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.





Variability
      of Results





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





The
      Company expects to experience fluctuations in its future quarterly operating
      results due to a variety of other factors, many of which are outside the
      Company's control. Factors that may adversely affect the Company's quarterly
      operating results include, but are not limited to (i) the Company's ability
      to
      retain existing customers, attract new customers at a steady rate and maintain
      customer satisfaction, (ii) changes in inventory availability from third party
      suppliers or commission rates paid by travel suppliers, (iii) the announcement
      or introduction of new or enhanced sites, services and products by the Company
      or its competitors, (iv) general economic conditions specific to the Internet,
      online commerce or the travel industry, (v) the level of use of online services
      and consumer acceptance of the Internet and commercial online services for
      the
      purchase of consumer




34


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 the events of
      September 11, 2001 and the conflict with Iraq.





In
      addition, the Company expects that it will experience 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 the Company anticipates as a result
      of
      the merger with YTB, Inc. will be a significant increase in RTAs and membership
      revenue, as well as a commensurate increase in related commission
      expense.





Liquidity
      and capital resources





Cash
      provided by operating activities for the 2005 nine month period was $277,117
      as
      compared to cash used by in operating activities of 71,818 in the 2004 nine
      month period.





Cash used
      in investing activities was 2,312,742 in the 2005 nine month period as
      compared to cash provided by investing activities of $70,499 in the 2004 nine
      month period.





Cash
      provided by financing activities was 2,672,172 in the 2005 nine month
      period and used by financing activities was $12,090 in the 2004 nine month
      period. As of September 30, 2005, the Company had approximately $662,266 in
      cash
      and $2,557,062 in marketable securities, as a result of the raising of capital
      from the sale of a convertible note which occurred in January 2005 for
      $2,000,000, and from the proceeds of $960,000 from the issuance of stock in
      a
      private placement transaction.





The
      Company believes that cash and short term investments on hand at September
      30,
      2005 and its cash flow from operations will be sufficient to meet its
      obligations on a timely basis for the next 12 months.





New
      Accounting Pronouncements





In
      December 2004, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards (SFAS) No. 123 (revised 2004), “Share-Based
      Payment.” SFAS No. 123(R) requires employee stock options and rights to purchase
      shares under stock participation plans to be accounted for under the fair value
      method, and eliminates the ability to account for these instruments under the
      intrinsic value method prescribed by Accounting Principles Board (APB) Opinion
      No. 25, and allowed under the original provisions of SFAS No. 123 “Accounting
      for Stock-Based Compensation.” SFAS No. 123(R) requires the use of an option
      pricing model for estimating fair value, which is amortized to expense over
      the
      service periods. In April 2005, the Securities and Exchange Commission (SEC)
      delayed the effective date of SFAS No. 123(R), which is now effective for public
      companies for annual, rather than interim, periods that begin after June 15,
      2005. If the company had applied the provisions of SFAS No. 123(R) to the
      financial statements for the three and nine months ended September 30, 2005,
      net
      income would have been reduced by approximately $33,630 and $100,890,
      respectively ($111 and $333 for the three and nine months ended September 30,
      2004). SFAS No. 123(R) allows for either prospective recognition of compensation
      expense or retrospective recognition. The company currently intends to apply
      the
      prospective recognition method and implement the provisions of SFAS No. 123(R)
      beginning in fiscal 2006.





35


Application
      of Critical Accounting Policies




The
      Company’s significant accounting policies are discussed in the Notes to the
      Consolidated Financial Statements that are included in the Company’s 2004 Annual
      Report on Form 10-KSB/A No. 6 that is filed with the Securities and Exchange
      Commission.  In most cases, the accounting policies utilized by the Company
      are the only ones permissible under U.S. Generally Accepted Accounting
      Principles for businesses in our industry.  However, the application of
      certain of these policies requires significant judgments or a complex estimation
      process that can affect the results of operations and financial position of
      the
      Company, as well as the related footnote disclosures.  The Company bases
      its estimates on historical experience and other assumptions that it believes
      are reasonable. If actual amounts are ultimately different from previous
      estimates, the revisions are included in the Company’s results of operations for
      the period in which the actual amounts become known.  The accounting
      policies and estimates that can have a significant impact on the operating
      results, financial position and footnote disclosures of the Company are
      described in the Management Discussion and Analysis of Financial Condition
      and
      Results of Operations in the Company’s 2004 Annual Report on Form 10-KSB/A No.
      6.







Forward-looking
      statements





All
      statements other than statements of historical fact included in this quarterly
      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 quarterly 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.








36


**ITEM
      3.**  **CONTROLS
      AND PROCEDURES**





**a.**  **Evaluation
      of disclosure controls and procedures.**





The
      Company maintains disclosure controls and procedures designed to ensure that
      information required to be disclosed in the reports that the Company files
      or
      submits under the Securities Exchange Act of 1934, is recorded, processed,
      summarized and reported within the time period specified in the rules and forms
      of the SEC. In connection with the Form 10-QSB for the fiscal year ended
      September 30, 2005, as required under Rule 13a-15(e) of the Exchange Act, the
      Company's management, including its Chief Executive Officer and Chief Financial
      Officer, conducted an evaluation of the effectiveness of the Company's
      disclosure controls and procedures. Based on that evaluation, the Company's
      Chief Executive Officer and Chief Financial Officer concluded that the Company's
      disclosure controls and procedures were not effective as of September 30, 2005.





On
      January 6, 2006, the Company self-reported to the Staff that it became aware
      that the Company’s previous independent accounting firm, Dischino and
      Associates, P.C., had provided prohibited services and appeared to have not
      followed the standards of the Public Company Accounting Oversight Board
      (“PCAOB”). On January 19, 2006, the Company initiated an internal inquiry into
      those accounting-related matters which the Company disclosed in the Current
      Report on Form 8-K filed with the SEC on January 19, 2006. Based on the findings
      of the inquiry, on February 6, 2006, the Company’s management and the Audit
      Committee of the Company’s Board of Directors concluded that the Company needed
      to restate certain of the Company’s financial statements and that the financial
      statements included in the Company’s Annual Report on Form 10-KSB/A No. 5 for
      the year ended December 31, 2004 and the financial statements included in the
      Company’s Quarterly Reports on Form 10-QSB for the quarters ended March 31,
      2004, June 30, 2004, September 30, 2004, March 31, 2005, June 30, 2005 and
      September 30, 2005 could not be relied upon.





As
      a
      result of the notification of non-reliance filed, the Company began its
      restatement of the affected years’ and quarters’ financial statements. The
      Company believes that the restatements resulted from the record retention
      deficiencies and lack of internal controls at the former REZconnect. However,
      the Company is taking numerous steps to tighten controls and strengthen internal
      control policies and procedures.





In
      addition, during the restatement process, the Company also discovered other
      matters giving rise to adjustments. These matters are with regard to
      insufficient personnel resources and technical accounting expertise within
      the
      accounting function to affect a timely financial close process. In conjunction
      with this effort, the Company conducted an in-depth review of its application
      of
      accounting principles and system of internal controls. As a result of this
      investigation, the Company identified numerous material weaknesses in its
      internal controls and improper application of accounting principles. A material
      weakness is a significant deficiency, or combination of significant
      deficiencies, that results in more than a remote likelihood that a material
      misstatement of the annual or interim financial statements will not be prevented
      or detected. The Company has quantified the errors caused by these deficiencies
      and has prepared restated financial statements and disclosures to correct the
      identified errors.





The
      restatements are described in more detail in Note 14 in the Notes to
      Consolidated Financial Statements included in the Company’s Annual Report filed
      on Form 10-KSB/A No. 6 for the year ended December 31, 2004 and Note 13 in
      the
      Notes to Condensed Consolidated Financial Statements included in the company’s
      condensed financial statements included herein. Internal controls over financial
      reporting, including the application of accounting policies and principles,
      are
      within the scope of disclosure controls. Therefore, management has concluded
      that there were material weaknesses in the Company’s disclosure controls as of
      September 30, 2005 and 2004. Remediation of those internal control issues is
      currently in process. The following is a summary of those weaknesses identified
      by management:





·
            The
                Company did not maintain sufficient competent personnel to maintain
                an
                appropriate accounting and financial reporting organizational structure.
                Specifically, the Company did not maintain personnel with an appropriate
                level of accounting knowledge, experience and training in the selection,
                application and implementation of generally accepted accounting principles
                commensurate with the Company’s financial reporting requirements. As a
                result, the Company’s controls over selection and application of
                accounting principles were ineffective. This deficiency resulted
                in the
                improper presentations in the Company’s financial statements.





·
            The
                Company’s design and operation of controls over the accounting closing and
                reporting process are not effective due to lack of timely and complete
                preparation of account analyses and reconciliations, a lack of appropriate
                review of account reconciliations and supporting analyses and errors
                in
                account balance classification. This lack of proper evaluations resulted
                in cut-off, completeness and presentation errors in the Company’s
                financial statements.




37





·
            The
                Company did not maintain effective controls over the development
                of
                accounting estimates. Specifically, the Company did not have controls
                in
                place to conduct a review over the propriety or collectibility of
                account
                and notes receivable in order to determine the proper recorded value
                of
                those assets and the proper valuation of the allowance for doubtful
                accounts. In addition, the deficient controls did not allow for the
                proper
                evaluation of the estimated lives of RTAs so that a proper matching
                of
                revenue and expense could be accomplished. Additionally, the Company
                did
                not analyze average marketing commissions paid in relation to original
                enrollment transactions in order to determine proper expense
                recognition.





·
            The
                Company did not maintain proper internal controls over expenditures
                and
                accounting for certain liabilities which resulted in unrecorded
                liabilities and expenses.





·
            The
                Company did not conduct an in-depth study of the carrying value of
                its
                recorded assets or testing over the impairment of those assets.
                Specifically, the deficient controls did not allow for the proper
                identification of the composition of the items included in the Company’s
                capitalized software accounts nor did it allow for an impairment
                valuation
                to determine the proper carrying value of the
                asset.





·
            The
                Board of Directors failed to maintain documentation of approved acts
                of
                the Company. Formal Board of Director minutes were not maintained
                during
                this reporting period. As result, certain share-based transactions
                were
                not recorded or were recorded incorrectly in the Company’s financial
                statements.





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      provide reasonable assurance that information required to be disclosed in
      Company reports filed or submitted under the Securities and Exchange Act of
      1934
      (“Exchange Act”) is recorded, processed, summarized and reported, within the
      time periods specified in the Securities and Exchange Commission’s rules and
      forms. Disclosure controls and procedures include, without limitation, controls
      and procedures designed to provide reasonable assurance that information
      required to be disclosed in Company reports filed under the Exchange Act is
      accumulated and communicated to management, including the Company’s Chief
      Executive Officer and Chief Financial Officer as appropriate, to allow timely
      decisions regarding required disclosure.





It
      should
      be noted that a control system, no matter how well designed and operated, can
      provide only reasonable, not absolute, assurance that the objectives of the
      control system are met. As a result, there can be no assurance that a control
      system will succeed in preventing all possible instances of error and fraud.
      The
      Company’s disclosure controls and procedures are designed to provide reasonable
      assurance of achieving their objectives, and the conclusions of our Chief
      Executive Officer and Chief Financial Officer are made at the “reasonable
      assurance” level.





**b.**  **Changes
      in internal control over financial reporting.**





There
      were no changes in the Company’s internal controls over financial reporting that
      materially affected, or are reasonably likely to materially affect the Company’s
      internal control over financial reporting during the quarters ended September
      30, 2005 and 2004.








**c.**  **Management
      Remediation Plan.**





The
      Company’s management and Audit Committee are committed to addressing and
      resolving these material weaknesses fully and promptly, by putting in place
      the
      personnel, processes, technology and other resources appropriate to support
      our
      financial reporting processes.





To
      remediate the internal control material weaknesses described above, management
      has commenced implementation of the following measures:





•  For
      material transactions that are unique or outside the Company’s core operations,
      the Company will continue to document its process for accounting for such
      transactions and the Company will improve its process for researching the
      applicable accounting literature and documenting its conclusions, by consulting
      with outside experts to ensure its interpretations are correct.





•  The
      Company will prepare a standardized memorandum that is required to be completed
      for each transaction that is unique or outside the Company’s normal core
      operations that is material to its financial statements. This memo will be
      reviewed and approved by the Chief Financial Officer.





•  The
      Company will enhance formal communication with, and approval by, its Chief
      Financial Office and Audit Committee of its application of Generally Accepted
      Accounting Principles in the United States (“US GAAP”) and account policy
      decisions for transactions that are outside the Company’s core operations and
      the advice received from outside experts.





38


•  All
      Board
      of Directors’ meetings as well as Committee meetings minutes will be reviewed by
      an appropriate member of the internal accounting staff to determine if there
      are
      any transactions that need to be accounted for properly or events that rise
      to
      the level of disclosure.




•  Management
      will evaluate and augment when necessary, the qualifications of accounting
      personnel and staffing levels at both the Illinois and New Jersey
      locations.





•  Management
      will establish new policies and procedures as part of an enhanced quarterly
      and
      annual financial review close process to include additional analysis and support
      for the financial accounts as well as to ensure that all appropriate disclosures
      are made in accordance with US GAAP and the rules and regulations of the
      SEC.





We
      have
      undertaken remedial action to address and correct the weakness in our internal
      controls and disclosure controls identified subsequent to the end of 2005.
      These
      actions include adopting an adequate review of the annual and quarterly
      financial statements, engaging qualified personnel to prepare the statements
      and
      ensuring that the personnel receive continuing professional educational related
      specifically to US GAAP. These actions were put in place during the quarter
      beginning January, 2006.





We
      have
      begun the extensive process of documenting and evaluating our internal control
      procedures in order to satisfy the requirements of Section 404 of the
      Sarbanes-Oxley Act which will apply to us beginning with our fiscal year 2007.
      Section 404 will require an annual report by our management on the effectiveness
      of our internal controls over financial reporting and for our independent
      registered public accounting firm to attest to management’s evaluation
      report.





**Internal
      Inquiry**





As
      reported above, the Company initiated an internal inquiry into (i) possible
      improper recognition of approximately $30,000 in revenue for the period ended
      June 30, 2005 as reported in the Company’s Form 10-QSB for the period ended June
      30, 2005, which possible improper recognition the Company believes was rectified
      in its Form 10-QSB for the period ended September 30, 2005, and (ii) the
      probability that Dischino & Associates, P.C., the Company’s former
      independent auditor, was not independent during a portion of the period in
      which
      it performed services on behalf of the Company. Management of the Company
      concluded that in light of the fact that it appears the Company’s former audit
      firm provided certain prohibited services and appeared not to have followed
      appropriate auditing standards, the financial statements included in the
      Company’s Annual Reports for the years ended December 31, 2003 and 2004, and the
      Company’s Quarterly reports on Form 10-QSB for years 2004 and 2005 cannot be
      relied upon. Accordingly, all of the affected statements and filings have been
      restated and re-audited.





The
      legal
      firm of Greenberg Traurig was retained by the Audit Committee of the Board
      of
      Directors of the Company to handle the inquiry and to make recommendations
      to
      the Audit Committee. In April 2006, the findings of Greenberg Traurig were
      presented to the Company’s Audit Committee of the Board of Directors. As a
      result, the Audit Committee presented certain resolutions to the Board of
      Directors which were adopted on April 24, 2006. The resolutions included, but
      were not limited to, enhanced controls over an executive’s ability to enter into
      contracts on behalf of the Company, additional controls over safeguarding
      Company assets and changes to enhance the Company’s record retention
      procedures.





In
      September 2006, the Company’s Chief Financial Officer and the Company’s legal
      counsel met with the SEC Staff to explain the financial statement restatements,
      the internal control weaknesses that gave rise to those restatements as well
      as
      the corrective actions that have been undertaken.




39


**PART
      II-- OTHER INFORMATION**








Item
      6: Exhibits





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





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





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




*  This
      certification is attached as Exhibit 32.1 accompanying this Quarterly Report
      on
      Form 10-QSB pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall
      not be deemed “filed” by YTB International, Inc. for the purposes of Section 18
      of the Exchange Act. A signed original of this written statement required by
      Section 906 has been provided to YTB International, Inc. and will be retained
      by
      YTB International, Inc. and furnished to the Securities and Exchange Commission
      or its staff upon request.





40


SIGNATURES





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      caused this report to be signed on its behalf by the undersigned thereunto
      duly
      authorized.





YTB
                International, Inc./s/
                J. Scott TomerJ.
                Scott Tomer, CEODated:
                January 16, 2007/s/
                John D. ClaggJohn
                D. Clagg, CFODated:
                January 16, 2007











41