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

                                   FORM 10-QSB



[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the quarterly period ended June 30, 2005 .

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

                         Commission File Number: 0-18412


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

          Delaware                                         20-181181
 -------------------------------             -----------------------------------
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

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

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

                                       N/A
           -----------------------------------------------------------
           (Former name or former address, if changed since last report)

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

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


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

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

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant  as of June 30,  2005 was  approximately  $14,280,000.  Indicate  the
number of  shares  outstanding  of each of the  Registrant's  classes  of common
stock,  as of the  latest  practicable  date.  As of June 30,  2005,  there were
23,156,653 shares of Common Stock, par value $.001 per share outstanding.


<PAGE>

                                   FORM 10-QSB
                      SIX MONTHS ENDED JUNE 30, 2005
                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                              Page
                                                                            ----

Item 1.  Financial Statements (unaudited)
           Independent Registered Public Accounting Firm's Review Report.......1
           Condensed Balance Sheets ...........................................2
           Condensed Statements of Operations..................................4
           Consolidated Statements of Changes in Stockholders' Equity..........6
           Condensed Statements of Cash Flows..................................7
           Notes To Condensed Financial Statements ............................8
            Independent Registered Public Accounting Firm's Report
               on Supplementary Information ..................................24
           Supplementary Information
               Consolidated Schedules of General and Administrative Expenses..25

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations........................27

Item 3 - Controls and Procedures..............................................34

PART II - OTHER INFORMATION

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

<PAGE>

FINANCIALS INSERT HERE
<PAGE>








                             YTB INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS
                          AND SUPPLEMENTARY INFORMATION

                           SIX AND THREE MONTHS ENDED
                             JUNE 30, 2005 AND 2004
                                   (UNAUDITED)



<PAGE>


                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS

                SIX AND THREE MONTHS ENDED JUNE 30, 2005 AND 2004

                                   (UNAUDITED)





                                                                         Page(s)
                                                                         -------

Independent Registered Public Accounting Firm's Review Report               1

Financial Statements

       Consolidated Balance Sheets                                        2 - 3

       Consolidated Statements of Operations                              4 - 5

       Consolidated Statements of Changes in Stockholders' Equity           6

       Consolidated Statements of Cash Flows                                7

Notes to Financial
Statements                                                                8 - 23

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

Supplementary Information

       Consolidated Schedules of General and Administrative Expenses     25 - 26



















<PAGE>








             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

We have reviewed the  accompanying  interim  consolidated  balance sheets of YTB
International,  Inc.  and  subsidiaries  as of June 30,  2005 and 2004,  and the
related  interim  consolidated  statements of  operations  for the six-month and
three-month  periods  then ended.  We have also  reviewed  the  related  interim
consolidated  statements of changes in  stockholders'  equity and cash flows for
the  six-month  periods ended June 30, 2005 and 2004.  These  interim  financial
statements are the responsibility of the Company's management.

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

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

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




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

August 15, 2005

                                       (1)

<PAGE>
                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                             JUNE 30, 2005 AND 2004
                                  (UNAUDITED)
<TABLE>
<CAPTION>
<S>                                                                              <C>             <C>

                                     ASSETS

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

CURRENT ASSETS
   Cash ......................................................................   $  2,995,961    $     91,300
   Available-for-sale securities .............................................        339,855         684,926
   Current portion of notes receivable .......................................            -           119,120
   Accounts receivable (less allowance for doubtful
       accounts of $65,009 in 2005 and 2004) .................................        600,206         267,673
   Loans receivable ..........................................................          6,000             -
   Current portion of prepaid commissions ....................................      2,692,439             -
   Other prepaid expenses and current assets .................................        481,076          10,036
                                                                                 ------------    ------------
TOTAL CURRENT ASSETS .........................................................      7,115,537       1,173,055

PROPERTY AND EQUIPMENT (NET) .................................................        215,915             -

INTANGIBLE ASSETS (NET) ......................................................      6,208,333             -

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

OTHER ASSETS
   Capitalized software costs (less accumulated amortization
      of $122,168 in 2005 and $79,664 in 2004) ...............................         54,970          92,362
   Notes receivable, less current portion ....................................        379,124         675,014
   Prepaid commissions, less current portion .................................      3,197,893             -
   Security deposits and other assets ........................................         11,818          11,663
   Deferred tax asset ........................................................        121,981             -
                                                                                 ------------    ------------
TOTAL OTHER ASSETS ...........................................................      3,765,786         779,039
                                                                                 ------------    ------------

TOTAL ASSETS .................................................................   $ 26,741,689    $  1,952,094
                                                                                 ============    ============


              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Current maturities of long-term debt ......................................   $     78,093    $     19,273
   Accounts payable and accrued expenses .....................................        604,029         146,923
   Current portion of deferred revenue .......................................      2,704,761         118,062
   Income taxes currently payable ............................................        108,740             -
   Accrued interest payable ..................................................         16,251             -
                                                                                 ------------    ------------
TOTAL CURRENT LIABILITIES ....................................................      3,511,874         284,258

OTHER LIABILITIES
   Long-term debt, less current maturities ...................................      2,525,875         334,977
   Deferred revenue, less current portion ....................................      3,308,796         628,232
   Security deposits .........................................................            -            23,326
                                                                                 ------------    ------------
TOTAL OTHER LIABILITIES ......................................................      5,834,671         986,535
                                                                                 ------------    ------------

TOTAL LIABILITIES ............................................................      9,346,545       1,270,793

STOCKHOLDERS' EQUITY
   Common stock, par value $.001; 50,000,000 and 20,000,000 shares
       authorized; 24,364,321 and 10,879,983 shares issued and outstanding ...         24,364          10,880
   Additional paid-in capital in excess of par ...............................     23,106,086       6,574,385
   Accumulated deficit .......................................................     (5,734,879)     (5,903,964)
   Accumulated other comprehensive income ....................................           (427)            -
                                                                                 ------------    ------------
TOTAL STOCKHOLDERS' EQUITY ...................................................     17,395,144         681,301
                                                                                 ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...................................   $ 26,741,689    $  1,952,094
                                                                                 ============    ============

</TABLE>

  See independent accountants' review report and notes to financial statements

                                      (2)
<PAGE>


                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               DECEMBER 31, 2004
                                   (AUDITED)
<TABLE>
<CAPTION>
<S>                                                                     <C>

                        ASSETS

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

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

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

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

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

TOTAL ASSETS ........................................................   $ 20,856,340
                                                                        ============


                        LIABILITIES AND STOCKHOLDERS' EQUITY

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

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

TOTAL LIABILITIES ...................................................      4,964,066

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

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

  See independent accountants' review report and notes to financial statements

                                      (3)

<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                    SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                  (UNAUDITED)

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

REVENUE
    Commissions .................................  $    717,710    $        -
    Franchise fees ..............................         2,139          54,602
    Franchise service and other fees ............       140,773         291,113
    Travel products and services ................     2,093,713         893,254
    Online travel income ........................       431,461         232,215
    Advertising and other .......................        96,844           2,349
    New RTA sales ...............................     1,190,715             -
    Monthly maintenance fees ....................     3,446,611             -
    Printing and administrative service fees ....     1,083,719             -
                                                   ------------    ------------
GROSS REVENUE ...................................     9,203,685       1,473,533

LESS: RETURNS AND ALLOWANCES ....................       335,011             -
                                                   ------------    ------------

NET REVENUE .....................................     8,868,674       1,473,533

OPERATING EXPENSES
    Commissions .................................     4,169,704             -
    Cost of travel services and products ........       629,313         832,829
    Depreciation and amortization ...............       293,539          25,107
    Marketing and selling .......................           400          30,464
    General and administrative ..................     3,275,908         600,389
                                                   ------------    ------------
TOTAL OPERATING EXPENSES ........................     8,368,864       1,488,789
                                                   ------------    ------------

INCOME (LOSS) FROM OPERATIONS ...................       499,810         (15,256)

OTHER INCOME (EXPENSES)
    Loss from sales of securities ...............        (5,671)         (5,191)
    Interest and dividend income ................        39,534          25,834
    Interest expense ............................       (93,873)        (10,409)
                                                   ------------    ------------
TOTAL OTHER INCOME (EXPENSES) ...................       (60,010)         10,234
                                                   ------------    ------------

INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)       439,800          (5,022)

INCOME TAX EXPENSE (BENEFIT)
    Current .....................................       110,154             746
    Deferred ....................................      (121,981)            -
                                                   ------------    ------------
TOTAL INCOME TAX EXPENSE (BENEFIT) ..............       (11,827)            746
                                                   ------------    ------------

NET INCOME (LOSS) ...............................  $    451,627    $     (5,768)
                                                   ============    ============

BASIC EARNINGS (LOSS) PER SHARE:
    WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING ..    23,723,917      10,879,983
                                                   ============    ============

    BASIC EARNINGS (LOSS) PER SHARE .............  $       0.02    $      (0.00)
                                                   ============    ============

DILUTED EARNINGS (LOSS) PER SHARE:
    WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
        AND DILUTIVE POTENTIAL COMMON SHARES ....    25,802,806      10,879,983
                                                   ============    ============

    DILUTED EARNINGS (LOSS) PER SHARE ...........  $       0.02    $      (0.00)
                                                   ============    ============

  See independent accountants' review report and notes to financial statements

                                      (4)

<PAGE>
                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED JUNE 30, 2005 AND 2004
                                  (UNAUDITED)

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


REVENUE
    Commissions .................................  $    484,525    $        -
    Franchise fees ..............................           -            50,857
    Franchise service and other fees ............        66,500         151,571
    Travel products and services ................     1,309,608         567,460
    Online travel income ........................       247,020         125,262
    Advertising and other .......................        56,917             -
    New RTA sales ...............................       677,113             -
    Monthly maintenance fees ....................     1,997,155             -
    Printing and administrative service fees ....       687,840             -
                                                   ------------    ------------
GROSS REVENUE ...................................     5,526,678         895,150

LESS: RETURNS AND ALLOWANCES ....................       205,198             -
                                                   ------------    ------------

NET REVENUE .....................................     5,321,480         895,150

OPERATING EXPENSES
    Commissions .................................     2,758,401             -
    Cost of travel services and products ........       396,679         552,914
    Depreciation and amortization ...............       148,192          13,995
    Marketing and selling .......................           400          15,590
    General and administrative ..................     1,752,906         298,325
                                                   ------------    ------------
TOTAL OPERATING EXPENSES ........................     5,056,578         880,824
                                                   ------------    ------------

INCOME FROM OPERATIONS ..........................       264,902          14,326

OTHER INCOME (EXPENSES)
    Loss from sales of securities ...............           -            (5,727)
    Interest and dividend income ................        32,306          22,520
    Interest expense ............................       (74,159)         (5,112)
                                                   ------------    ------------
TOTAL OTHER INCOME (EXPENSES) ...................       (41,853)         11,681
                                                   ------------    ------------

INCOME BEFORE INCOME TAX EXPENSE (BENEFIT) ......       223,049          26,007

INCOME TAX EXPENSE (BENEFIT)
    Current .....................................       107,768            (210)
    Deferred ....................................      (121,981)            -
                                                   ------------    ------------
TOTAL INCOME TAX BENEFIT ........................       (14,213)           (210)
                                                   ------------    ------------

NET INCOME ......................................  $    237,262    $     26,217
                                                   ============    ============

BASIC EARNINGS PER SHARE:
    WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING ..    24,317,269      10,879,983
                                                   ============    ============

    BASIC EARNINGS PER SHARE ....................  $       0.01    $       0.00
                                                   ============    ============

DILUTED EARNINGS PER SHARE:
    WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
        AND DILUTIVE POTENTIAL COMMON SHARES ....    26,529,455      10,879,983
                                                   ============    ============

    DILUTED EARNINGS PER SHARE ..................  $       0.01    $       0.00
                                                   ============    ============

  See independent accountants' review report and notes to financial statements

                                      (5)
<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                     SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                  (UNAUDITED)

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

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

BALANCE AT JANUARY 1, 2005        4,092,376  $    4,092     18,976,125   $    18,976  $ 22,055,712   $  (6,186,506)  $  15,892,274

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

COMMON SHARES ISSUED
     FOR SERVICES                    -            -             95,820            96        91,574          -               91,670

COMMON SHARES ISSUED
     THROUGH PRIVATE
     PLACEMENT MEMORANDUM            -            -          1,200,000         1,200       958,800          -              960,000

UNREALIZED HOLDING LOSSES
     ARISING DURING THE PERIOD       -            -              -             -            -               -                 (427)

NET INCOME                           -            -              -             -            -              451,627         451,627
                                -----------   --------- ------------    -----------    ------------    ------------   --------------

BALANCE AT JUNE 30, 2005             -       $    -         24,364,321   $    24,364  $ 23,106,086   $  (5,734,879)  $  17,395,144
                                ===========   =========   ============   ===========    ============    ============  ==============



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

NET LOSS                             -            -              -             -            -               (5,768)         (5,768)
                                -----------   --------- ------------    -----------    ------------    ------------   --------------

BALANCE AT JUNE 30, 2004             -       $    -      -  10,879,983   $    10,880  $   6,574,385  $  (5,903,964)  $     681,301
                                ===========   =========   ============   ===========    ============    ============  ==============


</TABLE>


  See independent accountants' review report and notes to financial statements

                                      (6)


<PAGE>
                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                    SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                  (UNAUDITED)
<TABLE>
<CAPTION>
<S>                                                                         <C>            <C>

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

CASH FLOWS FROM OPERATING ACTIVITIES
   Net Income (loss) ....................................................   $   451,627    $    (5,768)
   Adjustments to reconcile net income (loss) to net cash
      provided (used) by operating activities:
         Depreciation and amortization ..................................       293,539         25,107
         Common shares issued for services ..............................        91,670            -
         Loss from sales of securities ..................................         5,671          5,191
         Changes in assets and liabilities:
             Increase in accounts receivable ............................      (217,173)       (12,429)
             Increase in prepaid commissions ............................    (2,327,438)           -
             Increase in other prepaid expenses and current assets ......      (465,764)       (16,697)
             Increase in security deposits, net .........................       (22,278)           -
             Increase in deferred tax assets ............................      (121,981)           -
             Increase (decrease) in accounts payable and accrued expenses      (139,714)        41,147
             Increase in revenue received in advance ....................     2,319,249            942
             Increase in income taxes currently payable .................       108,740            -
             Increase in accrued interest payable .......................        16,251            -
                                                                            -----------    -----------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES ........................        (7,601)        37,493

CASH FLOWS FROM INVESTING ACTIVITIES
         Purchases of property and equipment ............................      (161,789)           -
         Payment for software license fee and costs of development ......           -          (45,000)
         Proceeds from sales of securities ..............................       172,042         47,209
         Investments in marketable securities ...........................    (1,134,881)           -
         Transfers from brokerage accounts ..............................     1,145,197            -
         Loans to franchisees and others, net ...........................      (101,329)       (44,200)
                                                                            -----------    -----------
NET CASH USED BY INVESTING ACTIVITIES ...................................       (80,760)       (41,991)

CASH FLOWS FROM FINANCING ACTIVITIES
         Advance from acquisition of software ...........................           -           40,500
         Proceeds from issuance of long-term debt .......................     2,140,721            -
         Proceeds from issuance of common stock .........................       960,000            -
         Principal payments on debt .....................................       (41,848)        (7,420)
                                                                            -----------    -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES ...............................     3,058,873         33,080
                                                                            -----------    -----------

NET INCREASE IN CASH ....................................................     2,970,512         28,582

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

CASH, END OF PERIOD .....................................................   $ 2,995,961    $    91,300
                                                                            ===========    ===========



Supplemental disclosure of cash flow information:
Cash paid during the period for:
   Interest .............................................................   $    77,622    $    10,409
   Income taxes .........................................................   $     1,414    $       746
</TABLE>

  See independent accountants' review report and notes to financial statements

                                      (7)

<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004
                                   (UNAUDITED)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

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

On December 8, 2004, prior to the January 4, 2005 merger that formed the current
YTB International,  Inc., the former Rezconnect acquired 100% of the outstanding
common  shares  from  the  stockholders  of  YourTravelBiz.com,   Inc.  ("YTB"),
following  requisite approval by the Boards of Directors and stockholders,  in a
business  combination  structured as a statutory merger under New York State law
and  the   reorganization   provisions  of  the  Internal   Revenue  Code.  This
acquisition,  recorded at a total value of $15,257,445,  was effected through an
exchange of equity interests,  with the former Rezconnect  exchanging  7,430,000
shares of its common  stock and  4,092,376  shares of its  Series B  convertible
preferred stock for all of the outstanding common stock of YTB.

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

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

The Company  provides  internet-based  travel-related  services and  technology,
which offers  proprietary  reservation  systems for the travel and entertainment
industry,  and is also a full-service  provider of discount  travel products and
services to the leisure and small business traveler.  The Company operates under
various  trade  names,  including  "Your  Travel  Biz",  "YTBnet.com",   "Travel
Network", "Global Travel Network" and "Travel Network Vacation Central", as well
as internet websites "Bookmytravel.com", "REZconnect.com" and "RezCity.com". The
Company provides  services to customers  located primarily in the United States,
and maintains its corporate  headquarters in the State of New Jersey. Two of its
subsidiaries maintain administrative offices in Illinois.

                   See independent accountants' review report

                                       (8)
<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004
                                   (UNAUDITED)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS (CONTINUED)

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

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

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

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

                   See independent accountants' review report

                                       (9)
<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004
                                   (UNAUDITED)


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

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

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

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

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

                   See independent accountants' review report

                                      (10)

<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004
                                   (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

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

Concentration of credit risk
----------------------------
The  Company is subject to credit  risk  through  its cash,  trade  receivables,
short-term investments and notes receivable. Credit risk with respect to cash is
minimized,  as deposits are maintained in accounts insured up to $100,000 by the
Federal  Deposit  Insurance  Corporation.  Credit  risk  with  respect  to trade
receivables  is minimized due to the nature of its customer base and  geographic
dispersion  of  such   customers.   Short-term   investments  are  placed  in  a
highly-rated  mutual bond fund to minimize  credit risk. As of June 30, 2005 the
Company's uninsured cash balances totaled approximately $900,000.

                   See independent accountants' review report

                                      (11)
<PAGE>
                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004
                                   (UNAUDITED)


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

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

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

                   See independent accountants' review report

                                      (12)
<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004
                                   (UNAUDITED)


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

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

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

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



                   See independent accountants' review report

                                      (13)
<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004
                                   (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Profit-sharing plan
-------------------
The  Company  sponsors  a  profit-sharing  plan  ("plan"),  which  is a  defined
contribution  pension plan, for all eligible  employees.  All employees who have
completed  1,000  hours  of  service  during  the  plan  year  may  participate.
Contributions  are accrued and paid out of the Company's  current profits at the
discretion of the Company's  Board of  Directors.  Employees may make  voluntary
contributions, subject to statutory limitations. The Company elected not to make
any plan  contributions  during either  six-month  period ended June 30, 2005 or
2004.

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

The Company has elected to adopt the disclosure-only  provisions of SFAS No. 123
and,  accordingly,  computes compensation expense for employees as prescribed by
APB 25.  Under APB 25,  compensation  cost (if any) is measured as the excess of
the quoted  market  price of the  Company's  stock at the date of grant over the
amount an employee must pay to acquire the stock.  For stock options  granted to
non-employees,  expense is measured based upon the fair value method  prescribed
by SFAS No. 123.

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

Earnings per share
------------------
Basic  earnings (or loss) per share is based on the  weighted-average  number of
common  shares  outstanding.  Diluted  earnings (or loss) per share assumes that
outstanding  common  shares are  increased by common  shares  issuable  upon the
exercise of stock  options and  warrants,  and by the  conversion  of  preferred
stock,  where such  exercise or  conversion  would be dilutive.  For the six and
three-month  periods ended June 30, 2005,  the effect on the basic  earnings per
share by the  incremental  shares  issued  from the  assumed  exercise  of stock
options and  warrants  (as  determined  by use of the  "treasury  stock  method"
prescribed  by SFAS No. 128) would be dilutive.  Accordingly,  such  incremental
shares are included in the  calculation  of the Company's  diluted  earnings per
share in each of those  periods.  Such  incremental  increase  in the  number of
common shares would have an anti-dilutive effect, however, on the basic loss per
share for the six-month  period ended June 30, 2004. For the three-month  period
ended June 30,  2004 the  effect  would also be  anti-dilutive,  as the  average
market price of the stock during that period did not exceed the issuance price.

                   See independent accountants' review report

                                      (14)
<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004
                                   (UNAUDITED)



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

Capitalized software costs
--------------------------
Pursuant to SOP 98-1,  "Accounting for Costs of Computer  Software  Developed or
Obtained for Internal  Use",  the Company  capitalizes  certain  costs  incurred
during an internal use software development project,  including costs related to
applications,   infrastructure,  and  graphics  development  for  the  Company's
websites.  Capitalized  costs  consist  of  the  cost  of the  software  license
agreement  (Note  11),  and  certain  external  direct  costs of  materials  and
licensor-provided  services incurred in developing the software for its specific
applications.  Capitalized  software  costs are  amortized  over their  expected
useful lives of thirty-six months.

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


NOTE 3 - LONG-TERM DEBT

On January 11, 2002, as a result of the events of September 11, 2001, the former
Rezconnect   borrowed   $324,500   from  the  United   States   Small   Business
Administration ("SBA") under its disaster relief program.  Payments were to have
initially commenced in January 2003. However,  the SBA extended the commencement
date into  November  2003.  The loan is repayable via a monthly  installment  of
$2,607,  including  interest at 4% per annum,  through October 2017. The loan is
personally   guaranteed  by  the  Company's  Chief  Executive  Officer,  and  is
collateralized  by the accounts  receivable  and  property and  equipment of the
Company.  The outstanding loan balance as of June 30, 2005 and 2004 was $293,097
and $313,750, respectively.


                   See independent accountants' review report

                                      (15)
<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004
                                   (UNAUDITED)


NOTE 3 - LONG-TERM DEBT (CONTINUED)

As of June 30, 2005, the Company had outstanding notes payable totaling $140,721
due to two of its officers who had advanced funds to the Company.  The notes are
unsecured and bear interest at the prevailing  prime rate.  The note  provisions
contain no set terms of repayment.

During 2004, the former Rezconnect  acquired a software license right to conduct
its online franchise business. The total cost of this software license right was
$45,000.  An option to make  installment  payments  of $9,000  per year for five
years, at the prevailing rate of interest, was granted by the provider. The note
is secured by various Company assets.  The outstanding  balance due on this note
as of June 30, 2005 and 2004 totaled $34,000 and $40,500, respectively.

During  December 2004, the former  Rezconnect  entered into an agreement with an
investor to raise an additional  $2,000,000 of capital,  via a convertible  term
note  ("Note"),  with a condition to subordinate  its SBA loan of  approximately
$300,000 to YTB.  Such Note was executed and  subordinated  on February 7, 2005.
Under the terms of the agreement,  repayment is to be made either in the form of
cash or  stock,  or in a  combination  thereof.  The  investor  has the right to
convert the Note into common  shares of YTB  International,  Inc.  ("YTBL"),  in
addition to  exercising  rights under a warrant  issued to acquire up to, in the
aggregate,  3,000,000  common  shares of YTBL.  The Company  (that is,  YTBL) is
liable under the terms of this agreement for the  approximate  maximum amount of
$278,000  in 2005,  should  the  quoted  market  price of its stock fall below a
specified minimum amount. Such maximum liability would approximate  $667,000 per
year in years 2006 and beyond,  should such stock price fall below the specified
minimum.  The  balance  owed  on  this  Note as of June  30,  2005  remained  at
$2,000,000.

As of June 30, 2005, the Company is financing three vehicles, payable in monthly
installments  ranging  from  approximately  $1,000  to  $1,200,  at the  rate of
approximately  6.25%. The loans are payable through April 2008. The balances due
on these vehicle loans as of June 30, 2005 totaled $136,150.

Minimum principal payments of long-term debt as of June 30, 2005 are as follows:

      Twelve months
     ending June 30,                          Amount
     ---------------                          ------

           2006                          $    78,093
           2007                               36,328
           2008                               26,156
           2009                               22,018
           2010                               22,915
           Thereafter                      2,418,458
                                           ---------

           Total                         $ 2,603,968
                                           =========


                   See independent accountants' review report

                                      (16)
<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004
                                   (UNAUDITED)



NOTE 4 - CONSULTING AGREEMENT WITH EXECUTIVE

A consulting  agreement was entered into with a Company  executive  during April
2005 for the Company to pay such  executive,  from May 1, 2005 through April 30,
2006,  a monthly fee of $10,000  (plus an  additional  $1 per month for each new
sign-up site sold in each month) for  consulting  services.  A one-year  renewal
option is available upon the expiration of the original one-year agreement.


NOTE 5 - COMMITMENTS AND CONTINGENCIES

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

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

Following  is a summary of net rental  income for the six months  ended June 30,
2005 and 2004:


                                                  2005              2004
                                                  ----              ----

      Sublease rental income                $   70,926        $   97,136
      Less: minimum rental expense              62,880            87,369
                                                ------            ------

         Net rental income                  $    8,046        $    9,767
                                               =======           =======


Minimum future rental payments under non-cancelable  operating leases (including
the Wal-Mart location  leases),  having remaining terms in excess of one year as
of June 30, 2005 are as follows:

        Twelve months
        ending June 30,                     Headquarters   Wal-Mart Locations
        ---------------                     ------------   ------------------

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

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

                   See independent accountants' review report

                                      (17)
<PAGE>
                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004
                                   (UNAUDITED)



NOTE 5 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Other Lease
The former  Rezconnect  assumed  leases of its acquiree for copy machines  under
non-cancelable  operating leases expiring in calendar year 2007.  Future minimum
payments in excess of one year are approximated as follows:

                               Twelve months
                               ending June 30,                    Amount
                               ---------------                    ------

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

                                      Total                   $   13,850
                                                                  ======



Legal Proceedings
-----------------
During June 2005,  the  Company and its Chief  Executive  Officer  ("CEO")  were
served a citation for a claim  asserted  against both the Company and its CEO on
May 20, 2005. In the opinion of legal counsel,  it is remote (as defined in SFAS
No. 5) that either the Company or its CEO will receive a judgment against it.


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




                   See independent accountants' review report

                                      (18)
<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004
                                   (UNAUDITED)



NOTE 6 - STOCK OPTIONS

The  number  of  stock  options  outstanding  as of June  30,  2005 and 2004 was
475,000,  with a  weighted-average  exercise  price of $1.08.  No  options  were
granted, exercised, forfeited or canceled during either of the six-month periods
ended June 30, 2005 or 2004.

A summary of stock options  outstanding  and exercisable as June 30, 2005 are as
follows:

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

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

The fair value of the options granted for the six months ended June 30, 2005 and
2004 was estimated  using the  Black-Scholes  option  pricing model based on the
following weighted-average assumptions:


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



NOTE 7 - INCOME TAXES

As a result of Federal tax loss  carryforwards  available to YTB  International,
Inc. (the "parent"  company) in 2005,  either by  consolidated  operations or by
such tax attributes that succeeded to the parent  resulting from the acquisition
of  YourTravel  Biz.com,  Inc. in December  2004,  a deferred tax asset has been
recognized  in the  amount of  $121,981  as of June 30,  2005 for the  estimated
future  benefit of Federal  income  taxes.  Such asset value has been reduced to
this  estimated  net  realizable  amount  as of June  30,  2005  by a  valuation
allowance  of  approximately  $700,000,  as  estimated  in  accordance  with the
provisions of SFAS No. 109,  Accounting for Income Taxes.  At June 30, 2004, the
Company was uncertain if it would realize any future tax benefit of its deferred
tax assets.  Accordingly,  a full valuation  allowance had been established as a
reserve  against  the  Company's  deferred  tax assets as of June 30,  2004 and,
therefore,  no deferred  income tax credits  were  recognized  in the  six-month
period ended June 30, 2004.



                   See independent accountants' review report

                                      (19)
<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004
                                   (UNAUDITED)


NOTE 8 - RELATED PARTY TRANSACTIONS
During the six-month period ended June 30, 2004, the Company incurred consulting
fee expenses of approximately  $12,000 for services  provided by an entity owned
by the Company's  Chief  Executive  Officer,  a significant  shareholder  of the
Company.  Under a new  employment  agreement  reached  in  December  2004,  such
consulting fees have been eliminated.


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

Summarized financial information concerning the Company's reportable segments is
shown in the following tables.  The "other" column includes  corporate items not
specifically  allocated to the segments.  (Note:  the amounts for the six months
ended June 30, 2004 reflect pre-merger activity).
<TABLE>
<CAPTION>
------------------------- --------------------- ---------------------- ----------------- --------------------- --------------
<S>                    <C>                   <C>                      <C>                <C>                        <C>
       Six-Month         Franchise and
      Period Ended       Travel- Related         Internet-Based         Online Travel
     June 30, 2005          Management         Technology Programs      Store Services         Other                  Total
                             Services
------------------------- --------------------- ---------------------- ----------------- --------------------- --------------
External and inter-
  segment revenue         $   2,954,335         $    4,327,760         $    431,461      $   1,155,118         $    8,868,674
------------------------- --------------------- ---------------------- ----------------- --------------------- --------------
 Segment profit (loss)    $     138,633         $      395,590         $    322,083      $    (404,679)        $      451,627
------------------------- --------------------- ---------------------- ----------------- --------------------- --------------
Total assets              $   1,637,719         $    6,329,242                 -         $  18,774,728         $   26,741,689
------------------------- --------------------- ---------------------- ----------------- --------------------- --------------
Capital expenditures               -            $      161,789                 -                  -            $      161,789
------------------------- --------------------- ---------------------- ----------------- --------------------- --------------
Depreciation and
  amortization                     -            $       20,347                 -         $     125,000         $      145,347
------------------------- --------------------- ---------------------- ----------------- --------------------- --------------
Investment income
  (loss), net             $     (13,834)        $       (6,902)                -               (39,274)        $      (60,010)
------------------------- --------------------- ---------------------- ----------------- --------------------- --------------

------------------------- --------------------- ---------------------- ----------------- --------------------- --------------
       Six-Month         Franchise and
      Period Ended       Travel- Related         Internet-Based         Online Travel
     June 30, 2004          Management         Technology Programs      Store Services         Other                  Total
                             Services
------------------------- --------------------- ---------------------- ----------------- --------------------- --------------
External and inter-
  segment revenue         $   1,200,534         $         -             $   232,215       $       -           $      1,432,749
------------------------- --------------------- ----------------------- ----------------- ------------------- ----------------
Segment profit (loss)     $     (23,264)                                $    17,496       $       -           $         (5,768)
------------------------- --------------------- ----------------------- ----------------- ------------------- ----------------
Total assets              $     289,372         $       92,362          $   794,134       $    776,226        $      1,952,094
------------------------- --------------------- ----------------------- ----------------- ------------------- ----------------
Capital expenditures               -                      -             $    45,000               -           $         45,000
------------------------- --------------------- ----------------------- ----------------- ------------------- ----------------
Depreciation and
  amortization                     -                                    $    25,107               -           $         25,107
------------------------- --------------------- ----------------------- ----------------- ------------------- ----------------
Investment income, net             -                      -                    -           $    20,643        $        20,643
------------------------- --------------------- ----------------------- ----------------- ------------------- ----------------
</TABLE>

                   See independent accountants' review report

                                      (20)
<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004
                                   (UNAUDITED)


NOTE 10 - BUSINESS COMBINATION
As  described  more  fully in Note 1, a  business  combination  structured  as a
statutory  merger took place between the former  Rezconnect  Technologies,  Inc.
(referred to as the "Company" in this Note) and YourTravelBiz.com,  Inc. ("YTB")
on  December  8, 2004.  This merger was  accounted  for by use of the  "purchase
method", as prescribed by Statement of Financial  Accounting  Standards ("SFAS")
No. 141, Business  Combinations.  In exchange for all of the outstanding  common
stock of YTB, the Company issued common stock (valued at $9,838,493)  and Series
B  convertible  preferred  stock  (valued at  $5,418,952),  or a total  value of
$15,257,445,  to the stockholders of YTB. The total cost of this acquisition was
allocated  based  upon the  estimated  fair  values of the  identifiable  assets
acquired  and  the  fair  values  of the  liabilities  assumed  at the  date  of
acquisition. The recorded cost of the acquisition was based mainly on the number
of sales  representatives  on hand at the time of contract  negotiations  during
August  2004;  financial  projections  of  YTB,  prepared  and  provided  by YTB
management;  and on the estimated  value of the Company's  software  development
regarding two franchise systems, in addition to other intangible assets.

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

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


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

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

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

                   See independent accountants' review report

                                      (21)
<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004
                                   (UNAUDITED)

NOTE 10 - BUSINESS COMBINATION (CONTINUED)

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

As of June 30, 2005, the gross carrying amount and  accumulated  amortization of
the  RTA  sales   agreements   ("agreements")   was   $1,500,000  and  $291,667,
respectively;  amortization  expense  for  the six  months  then  ended  totaled
$250,000.  Amortization  expense of the  agreements  for the fiscal years ending
December  31, 2005 and 2006 is  estimated to be $500,000 in each of those years.
The cost of the agreements will be fully amortized by November 30, 2007.

With respect to the acquired  intangible  assets recognized as assets apart from
goodwill that are not subject to  amortization,  the  respective  gross carrying
amounts as of June 30, 2005 are as follows:  trade names - $3,500,000;  internet
domain names - $1,500,000.  These  intangibles  have indefinite  legal lives. As
such, they are expected to contribute  indefinitely to the Company's cash flows.
No  impairment  losses  have been  recognized  on these  unamortized  intangible
assets.

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

The basis and method for determining the total  acquisition  cost of $15,257,445
included  the  following  factors:
    o  YTB's customer-base and related revenue stream.
    o  YTB's operating system.
    o  The number of  representatives  on YTB's sales  force and  related  sales
       agreements.
    o  The estimated value of YTB, based primarily on the above-listed  factors,
       in comparison to the market value of the Company.

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

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

                   See independent accountants' review report

                                      (22)
<PAGE>

                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004
                                   (UNAUDITED)


NOTE 10 - BUSINESS COMBINATION (CONTINUED)

    o  Day-to-day  control  continues  to reside in the Company  with its Chief
       Executive Officer ("CEO") at the parent company level (acknowledging that
       each   operating   subsidiary   has  its  own  Board  of  Directors  and,
       accordingly, a degree of operational autonomy).
    o  The  Company's  asset value  constitutes  more than 50% of the  resulting
       total assets of the combined entity.
    o  The CEO of the Company has  convened  and  conducted  each meeting of The
       Board of Directors that has occurred both before and after the merger.
    o  The CEO of the  Company  continues  to  often be the  sole  signatory  on
       filings with the  Securities and  Exchange  Commission  (SEC)  and  other
       documents.
    o  The CEO of the Company initiated and structured the merger with YTB.
    o  Most  funding  and  structuring  initiatives  continue to reside with the
       Company's CEO.
    o  The Company has provided funding to YTB prior to the merger.
    o  The SEC  reporting  address and  day-to-day  operations  emanate from the
       Company's New Jersey headquarters.


NOTE 11 - SOFTWARE LICENSE AGREEMENT AND DEVELOPMENT COSTS

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


















                   See independent accountants' review report

                                      (23)
<PAGE>




                            SUPPLEMENTARY INFORMATION
       (See independent registered public accounting firm's review report)







             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                          ON SUPPLEMENTARY INFORMATION




Our report on our reviews of the basic interim consolidated financial statements
of YTB  International,  Inc. and  subsidiaries as of June 30, 2005 and 2004, and
for the six-month  and  three-month  periods then ended,  appears on page 1. Our
reviews were made for the purpose of expressing limited assurance that there are
no  material  modifications  that  should  be made to the  interim  consolidated
financial  statements in order for them to be in conformity with U.S.  generally
accepted  accounting  principles.  The information  included in the accompanying
interim consolidated supplementary schedules is presented only for supplementary
analysis  purposes.  Such  information  has been  subjected  to the  inquiry and
analytical  procedures applied in the reviews of the basic interim  consolidated
financial  statements,  and we are not aware of any material  modifications that
should be made thereto.








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

August 15, 2005





                                      (24)

<PAGE>
                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                           SUPPLEMENTARY INFORMATION
         CONSOLIDATED SCHEDULES OF GENERAL AND ADMINISTRATIVE EXPENSES
                    SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                  (UNAUDITED)

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

 Administrative salaried and leased employees   $1,053,448   $  261,459
 Payroll taxes ..............................       33,528       22,253
 Advertising ................................       10,646          -
 Auto expense ...............................      216,173        8,953
 Bank fees and service charges ..............       13,735        1,562
 Consultant fees ............................      121,015       52,080
 Contract labor .............................      283,397          -
 Computer expense ...........................       19,983       13,036
 Charitable contributions ...................        3,960          -
 Credit card fees ...........................      181,414          -
 Dues and subscriptions .....................       20,419       28,346
 Employee benefits ..........................        1,340          -
 Equipment leases ...........................       15,928        4,787
 Minor equipment ............................        7,830        4,522
 Licenses and permits .......................        1,710          -
 Management fees ............................       24,583          -
 Meeting and convention .....................       31,135          -
 Miscellaneous ..............................        7,428          -
 Office rent ................................      128,981       97,136
 Travel and entertainment ...................       46,100          -
 Office supplies and expenses ...............      160,094        9,852
 Printing ...................................      247,029        4,537
 Postage and delivery .......................       65,013       10,751
 Insurance ..................................       44,456       30,895
 Professional fees ..........................      142,213       43,170
 Training and recruitment ...................        5,000          -
 Telephone ..................................       18,435        7,050
 Website processing and user fees ...........      370,915          -
                                                ----------   ----------

 TOTAL GENERAL AND ADMINISTRATIVE EXPENSES ..   $3,275,908   $  600,389
                                                ==========   ==========

        See independent accountants' report on supplementary information

                                      (25)

<PAGE>
                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES
                           SUPPLEMENTARY INFORMATION
         CONSOLIDATED SCHEDULES OF GENERAL AND ADMINISTRATIVE EXPENSES
                   THREE MONTHS ENDED JUNE 30, 2005 AND 2004
                                  (UNAUDITED)
                                    2005 2004
                                               ----------   ----------

Administrative salaried and leased employees   $  520,751   $  135,752
Payroll taxes ..............................       12,473        9,280
Advertising ................................        4,742          -
Auto expense ...............................       95,448        4,930
Bank fees and service charges ..............        7,470          627
Consultant fees ............................       59,215       23,820
Contract labor .............................      172,864          -
Computer expense ...........................       14,860        5,283
Charitable contributions ...................           --          -
Credit card fees ...........................      121,398          -
Dues and subscriptions .....................       13,119       21,501
Employee benefits ..........................        1,046          -
Equipment leases ...........................       10,890        3,085
Minor equipment ............................        1,789        2,490
Licenses and permits .......................          549          -
Management fees ............................       16,666          -
Meetings and conventions ...................        7,520          -
Miscellaneous ..............................          327          -
Office rent ................................       62,191       34,849
Travel and entertainment ...................       15,309          -
Office supplies and expenses ...............       87,153        3,811
Printing and reproduction ..................      149,148        1,728
Postage and delivery .......................       26,145        7,112
Insurance ..................................       26,399       14,440
Professional fees ..........................       77,960       25,720
Training and recruitment ...................          -            -
Telephone ..................................        8,369        3,897
Website processing and user fees ...........      239,105          -
                                               ----------   ----------

TOTAL GENERAL AND ADMINISTRATIVE EXPENSES ..   $1,752,906   $  298,325
                                               ==========   ==========

        See independent accountants' report on supplementary information


                                      (26)




<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation YTB
International, Inc. In December 2004, REZconnect Technologies, a publicly traded
Bulletin Board company, merged with its largest customer: the privately owned
YourTravelbiz.com. REZconnect Technologies had provided YTB with the technology
that enabled the latter to operate its online travel stores, track orders, and
book travel online. REZconnect also provide its technology to 8,000 registered
agents using the Vacation Central site. YTB had developed a successful
multilevel online travel marketing program through its network of Independent
Marketing Representatives ("IMR") . YTB received 11.5 million common shares
valued at $15.9 million, which gave it an equal number of shares. Because the
combined Company is primarily a travel agency and travel combined marketing
organization (78% of revenues), in January 2005, it changed its name to YTB
International, Inc. from REZconnect.

The merger gives YTBL a competitive advantage because few travel related
companies have expertise in travel, marketing and technology. In addition, the
combined company has gained more favorable pricing terms with its vendors. The
combined company is also beginning to realize economies of scale. For example,
it recently signed an agreement that will reduce its credit card processing
costs by 33%.

YTBL is a leading provider of Internet based travel related services. YTBL
operates three subsidiaries: Your Travelbiz.com, establishes online travel
agencies and compensates its Sales Rep's via multilevel marketing commission
structure; YTB Travel Network contracts with the online travel agencies,
provides online booking systems, fulfills travel orders & pays travel
commissions. REZconnect Technologies is a travel technology provider, including
online travel booking engine technologies and is a franchisor of travel
agencies.

The Company operates the businesses under various trade names
"YourTravelBiz.com," "YourTravelBiz," "YTBnet.com," "YTB Travel and Cruises,"
"Travel Network," "Global Travel Network," "Travel Network Vacation Central," as
well as web sites "Bookmytravel.com," and "REZconnect.com." We offer our
customers a reliable source of travel products and services through our
agreements with selected travel providers, including major airlines, cruise
lines, hotels and car rental agencies, as well as wholesale travel providers. In
addition, we offer our customers the ability to make reservations on over 400
airlines, at more than 57,000 hotels and with most major car rental companies,
cruise lines and tour package operators.

Your Travel Biz.com markets and establishes online travel agencies on behalf of
YTB Travel Network the fees from which sales of online travel agencies should
account for 66% of the 2005 gross revenue. Your Travel Biz.com has a unique
business model. Its strategy is to create a network of commissioned sales
representatives who exclusively market the online travel agencies of and
serviced by YTB Travel Network. Purchasers of online travel agencies are known
as Referral Travel Agents (RTAs). Each RTA pays an initial fee of $349.95, plus
the first month's membership dues of $49.95. Each month, YTB automatically
charges the RTA's monthly membership dues of $49.95 to their credit cards via an
automatic draft against the RTA's bank account. YTB Travel Network retains a
percentage of the travel


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<PAGE>

commissions generated by the RTAs. In contrast Travelocity, Priceline.com,
Expedia and Orbitz focus their promotion efforts on the customer. Whereas YTB
Travel Network spends nothing on advertising, the major companies spend up to
50% of their revenue on advertising. YourTravelBiz.com and its sales of online
travel agencies through Your TravelBiz.com is not subject to the seasonality of
the travel business, nor should a decline in travel significantly impact it,
since the $49.95 monthly fee is its primary source of revenue. Also, typical
online travel merchants sell a commodity (travel), which does not engender
strong customer loyalty. RTAs have a significant advantage over the major online
travel companies: They have personal relationships with their customers, who
book travel through the RTAs' own online travel stores. Usually, the cost to
book a trip through an RTA is comparable to booking a trip through a major
online travel company. By virtue of REZconnect's technology, the RTAs' stores
provide access to more than 60 booking engines, including World Choice (a
subsidiary of Travelocity), Priceline.com, Hotels.com, Apple Vacations, Funjet
Vacations, Ourvacationstore.com and more.


YTB International's subsidiary REZconnect offers consumer driven websites which
provides strong content and travel 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.

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

Currently, there are over 14,800 RTA consumer websites in operation and over
8,000 registered travel agents, which includes frenchisees and independent
travel agents, using the Vacation Central travel portal site. Site owners are
permitted to solicit organizations and associations for travel sites allowing
for site owners to earn more revenue.



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<PAGE>


YTB Travel Network should represent 22% of YTBL's 2005 gross revenue. This
division processes all of the travel transactions, negotiates deals with over 60
preferred vendors, and receives incentives based on the volume of business that
it produces. YTB Travel Network revenue should increase 111.5% in 2005 to $5.0
million. We project that it will increase 60% next year to $8.0 million. Future
revenue growth should accelerate as more RTA's are added to the system, and as
they go through the various training programs that the Company provides.

REZconnect Technologies should generate 12% of YTBL's 2005 gross revenue.
Through 7,000 registered travel agents and over 60 active franchised travel
agencies, REZconnect operates under the following brands: Travel Network, Global
Travel Network and Travel Network / Vacation Central. The franchisees book their
customers' travel through REZconnect.com because they generally receive more
favorable pricing.

The travel booking operating group is YTB Travel Network and is a travel
management subsidiary that processes travel sales from several different
marketing systems including storefront and online business models, and processes
and handles bookings (reservations) from over 17,000 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 the Internet for travel services presents the opportunity for
advancement of products and services by referral relationships.

The Marketing operating group, YourTravelBiz.com, is a direct sales organization
selling the RTA online business opportunity and has sold the 14,800 RTAs which
are currently in the system. The RTAs have the ability to book individual and
group travel. YourTravelBiz conducts business through recruitment, enrollment,
initial training, and support of its sales force. This operating subsidiary is a
referral marketing group providing support products and services for the sales
representatives.

OVERVIEW

For 2005, net revenue is projected to rise 96.1% to $21.7 million, and 1% taxed
diluted earnings per share are forecast at $.07. The pre tax profit margin is
estimated at 12.5%. Monthly RTA membership dues should advance 131.2% to $8.7
million, reflecting an increase in the number of RTAs from 8,438 at the end of
2004 to an estimated 20,000 by December 31, 2005. Initial RTA fees should
advance 151.0% to $3.9 million, which will be attributable to enrolling more
than 23,000 RTAs, as compared to 10,005 for 2004. Printing and administrative
service fees, which include revenue received from the sale of training
materials, marketing brochures and the certification conferences, should climb
173.5% to $2.3 million. This is also attributable to an increase in the number
of RTAs. Online travel income, which includes the contribution from web sites
powered by REZconnect Technologies, is projected to increase 138.2% to $1.2
million, reflecting the increase in the number of active RTAs.

Commissions are projected to decline as a percentage of net sales from 68.5% to
49.5%, as ancillary revenue should represent a larger percentage of net sales.
Also, monthly membership fees where commissions represent 28% of the $49.95
monthly dues is expected to be a larger percentage of the product mix. General
and administrative expense is projected to decline from 36.2% of net revenue
33.8%, as overhead, utilities, insurance should not increase at the same rate as
net revenue.


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<PAGE>

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 collectability of the franchise fee is relatively
assured. We generally defer recognition of franchise fees until such amounts
have been collected from the franchisee. Franchise service fees are recognized
on the accrual basis as earned. Online travel income is recorded when earned and
is recognized based on the websites hosted.

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

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

The Company believes it is at the forefront of several growing trends: the
increase in consumer spending in the travel industry, the boom in home-based
businesses, and the growing acceptance of conducting retail business on the
Internet. Tourism accounts for nearly 11% of all consumer spending worldwide.
The travel industry, currently a $7 trillion business, is growing 23% faster
than the global economy and spending on travel is expected to double in the next
five years. Industry research shows that one "baby boomer," a segment comprised
of nearly a billion people worldwide, will retire every eight seconds for the
next 20 years. Luxury cruise ship companies and resort builders are gearing up
for this wave of retirees. Secondly, with job security, as well as an ability to
spend time with the family, an ever-increasing concern, we believe the ability
to own a home-based business is becoming an even more attractive option.
Finally, we believe online travel planning will continue to make tremendous
inroads in the marketplace as more people use the Internet to become better
informed and save time and money.



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<PAGE>

Results of Operations

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

REVENUES

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

    Franchise Fees. Franchise fees decreased by $52,463 or 96% in the six-month
period as compared to the 2004 six-month period. The decrease is a result of
decrease in service fees of storefront travel agency franchisees in the system.

    Franchise Service Fees and online service fees and other fees decreased
similarly as compared to 2004 by approximately $150,340 or 52% in the 2005
six-month period as compared to the 2004 six-month period. This is attributable
to a decrease in service fees of storefront travel agency franchisees in the
franchise system.

    Travel Products and Services. Travel products and services increased by
$1,200,459 in the 2005 six-month period, an increase of approximately 134%. The
increase is attributable to an increase in the RTA's utilizing the
Company as their customer travel provider.

    Online Travel Income. Online travel income increased $199,246 or 86% due to
the fact the Company's consumer website program has grown significantly.

    Advertising and Other. Advertising and other revenues increased
approximately $94,495 or 4023% due to the fact that the Company is active in
this area in 2005.

    New RTA Sales. New RTA sales revenue of $1,190,715 is attributable to the
YourTravelBiz.com, Inc. subsidiary (see note above).

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

    Printing and Administrative Service Sees. The revenue in 2005 of $3,446,611
is attributable to the merger of the two Companies. (See note above).

OPERATING EXPENSES

    Commissions. Commissions increased by $4,169,704. The increase is mainly
attributable to YourTravelBiz.com, Inc. (See note above).

    Cost of Travel Products and Services. Cost of travel products and services
decreased by approximately $203,516 or 24% in 2005 as compared to 2004 six-month
period.

    Depreciation and Amortization. Depreciation and amortization expenses
increased by approximately $268,432 which is attributable mainly to the
amortization of the sales representative agreements acquired in the merger.


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<PAGE>

    General and Administrative. Combined Companies the General and
administrative expenses increased by approximately $2,675,519 in 2005. As a
percentage of total revenues, general and administrative expenses were 39% in
2005 as compared to 40% in 2004. The increase in general and administrative
expense in 2005 is attributable to the merger of the two Companies.

Variability of Results

    The Company's travel products and services gross bookings have increased
from 2004 to 2005 due to increase in the number of hosted websites including
additional franchises derived from REZcity.com and an increase in products and
services sold to travel agencies utilizing our unique private label agent only
web-based booking site. Cost of travel revenues have similarly increased from
2004 to 2005.

    As a result of the Company's operating history in online commerce and the
variability that can be experienced by our franchising operations, the Company
is unable to accurately forecast its revenues. The Company's current and future
expense levels are based predominantly on its operating plans. The Company may
be unable to adjust spending in a timely manner to compensate for any unexpected
revenue shortfall. Accordingly, any significant shortfall in revenues would
likely have an adverse effect on the Company's business, operating results and
financial condition. Further, the Company currently intends to substantially
increase its operating expenses to develop and offer new and expanded travel
services, to fund increased sales and marketing and customer service operations
and 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 occur.

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

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


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<PAGE>

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

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

LIQUIDITY AND CAPITAL RESOURCES

    Net cash used by operating activities in 2005 was approximately $7,601 as
compared to cash used by in operating activities of $37,493 in 2004.

    Net cash used by investing activities was approximately $80,760 in 2005 as
compared to cash provided by investing activities of approximately $41,991 in
2004.

    Cash provided by financing activities was approximately $3,058,873 in 2005
and provided by financing activities was approximately $33,080 in 2004. As of
June 30, 2005, we had approximately $2,995,961 in cash and approximately
$339,855 in marketable securities, as a result of raising of capital from the
sale of a convertible note which occurred in January 2005 for 2 million dollars,
and from the proceeds from the issuance of stock in a private placement
memorandum.

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

FORWARD-LOOKING STATEMENTS

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


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<PAGE>
ITEM 3 - CONTROLS AND PROCEDURES

         Evaluation of disclosure controls and procedures
         ------------------------------------------------

         Our chief executive officer and chief financial officer have reviewed
and evaluated the effectiveness of our disclosure controls and procedures (as
defined in Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
(the 'Exchange Act"), as of a date within ninety days before the filing of this
quarterly report. Based on that evaluation, the chief executive officer and
chief financial officer have concluded that our current disclosure controls and
procedures are effective to ensure that information required to be disclosed by
us in reports that we file or submit under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified in the
Commission's rules and forms.


         Changes in internal controls
         ------------------------------


         There have not been any significant changes in our internal controls
or in other factors that could significantly affect these controls subsequent to
the date of their evaluation. There were no significant deficiencies or material
weakness in the internal controls, and therefore no corrective actions were
taken.

PART II- OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

         During June 2005, the Company and its Chief Executive Officer ("CEO")
         were served a citation for a claim asserted against both the Company
         and its CEO on May 20, 2005. In the opinion of legal counsel, it is
         remote (as defined in SFAS No. 5) that either the Company or its CEO
         will receive a judgment against it.

ITEM 2 - CHANGES IN SECURITIES
         None

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
         None

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

ITEM 5 - OTHER INFORMATION
         None

Item 6.  Exhibits.

     (a) Reports on Form 8K

         none

     (b) Exhibits:
         --------
         Rule 13a-14(a) / 15d-14(a) Certifications:
            o  Exhibit 31-1     Certification of Chief Executive Officer.
            o  Exhibit 31-2     Certification of Chief Financial Officer.

         Section 1350 Certifications:
            o  Exhibit 32-1     Certification of Chief Executive Officer.
            o  Exhibit 32-2     Certification of Chief Financial Officer.

                                      (34)
<PAGE>


                                   SIGNATURES

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

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

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

August 15, 2005



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