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 September 30, 2004.

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

                         Commission File Number: 0-18412


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

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

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

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

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

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

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

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

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

     The aggregate  market value of the voting stock held by  non-affiliates  of
the registrant as of March 31, 2005 was approximately $14,280,000.

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

                                   FORM 10-QSB
                      NINE MONTHS ENDED SEPTEMBER 30, 2004
                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                              Page
                                                                            ----

Item 1.  Financial Statements (unaudited)
           Condensed Balance Sheets ...........................................2
           Condensed Statements of Operations..................................3
           Condensed Statements of Cash Flows..................................4
           Notes To Condensed Financial Statements ............................6

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations........................18


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings          ..........................................21
Item 2.  Changes in Securities and Use of Proceeds............................21
Item 3.  Defaults Upon Senior Securities......................................21
Item 4.  Submission of Matters to a Vote of Security Holders..................21
Item 5.  Other Information          ..........................................21
Item 6.  Exhibits and Reports on Form 8-K.....................................21
            Signatures........................................................22




















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

                        CONSOLIDATED FINANCIAL STATEMENTS
                          AND SUPPLEMENTARY INFORMATION

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












<PAGE>


                    YTB INTERNATIONAL, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS

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





                                                                        Page(s)

Independent Registered Public Accounting Firm's Review Report               1

Financial Statements

       Consolidated Balance Sheets                                       2 - 3

       Consolidated Statements of Operations                               4
       Consolidated Statements of Changes in Stockholders' Equity          5

       Consolidated Statements of Cash Flows                               6

Notes to Financial Statements                                            7 - 22

Independent Registered Public Accounting Firm's Report
       on Supplementary Information                                        23

Supplementary Information

       Consolidated Schedules of General and Administrative Expenses       24









<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

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

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

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

We have  previously  audited,  in accordance with auditing  standards  generally
accepted in the United States of America,  the consolidated balance sheet of YTB
International, Inc. (formerly Rezconnect Technologies, Inc.) and subsidiaries as
of December 31, 2004,  and the related  consolidated  statements of  operations,
changes  in  stockholders'  equity,  and cash flows for the year then ended (not
presented  herein);  and in our report  dated April 11,  2005,  we  expressed an
unqualified opinion on those consolidated financial statements.




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

Fairfield, New Jersey
May 23, 2005


                                       (1)

<PAGE>
<TABLE>
<CAPTION>

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

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

CURRENT ASSETS
    Cash ..............................................................   $  1,567,831    $     43,866
    Available-for-sale securities .....................................      1,484,231         709,831
    Current portion of notes receivable ...............................         52,766         112,748
    Accounts receivable (less allowance for doubtful
        accounts of $65,009 in 2005 and $74,061 in 2004) ..............        389,167         261,625
    Loans receivable ..................................................        336,359            --
    Current portion of prepaid commissions ............................        234,132            --
    Other current assets...............................................        299,878
                                                                          ------------    ------------
TOTAL CURRENT ASSETS ..................................................      4,364,354       1,128,070

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

INTANGIBLE ASSETS (NET) ...............................................      6,375,000            --

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

OTHER ASSETS
    Capitalized software costs (less accumulated amortization
       of $113,480 in 2005 and $65,670 in 2004) .......................         62,159          68,082
    Notes receivable, less current portion ............................        300,009         638,908
    Prepaid commissions, less current portion                                4,109,801            --
    Security deposits and other assets ................................         10,460          13,133
                                                                          ------------    ------------
TOTAL OTHER ASSETS ....................................................      4,482,429         720,123
                                                                          ------------    ------------

TOTAL ASSETS ..........................................................   $ 24,728,282    $  1,848,193
                                                                          ============    ============


                LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Current maturities of long-term debt ..............................   $     49,340    $     18,738
    Short-term notes payable ..........................................         97,962            --
    Accounts payable and accrued expenses .............................        575,846         103,090
    Current portion of deferred revenue ...............................        253,834         112,061
    Other current liabilities .........................................         12,016            --
                                                                          ------------    ------------
TOTAL CURRENT LIABILITIES .............................................        988,998         233,889

OTHER LIABILITIES
    Long-term debt, less current maturities ...........................      2,420,313         297,942
    Deferred revenue, less current portion ............................      4,321,503         635,013
    Security deposits .................................................         20,920          26,266
                                                                          ------------    ------------
TOTAL OTHER LIABILITIES ...............................................      6,762,736         959,221
                                                                          ------------    ------------

TOTAL LIABILITIES .....................................................      7,751,734       1,193,110

STOCKHOLDERS' EQUITY
    Common stock, par value $.001; 50,000,000 and 20,000,000 shares
    authorized; 24,094,153 and 10,879,983 shares issued and outstanding         24,094          10,880
    Additional paid-in capital in excess of par .......................     24,567,872       6,574,385
    Accumulated deficit ...............................................     (7,614,170)     (5,930,182)
    Accumulated other comprehensive income ............................         (1,248)           --
                                                                          ------------    ------------
TOTAL STOCKHOLDERS' EQUITY ............................................     16,976,548         655,083
                                                                          ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ............................   $ 24,728,282    $  1,848,193
                                                                          ============    ============
 See independent accountants' review report and notes to the financial statements
</TABLE>


                                      (2)

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

<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
    Loans receivable ................................................        122,195
    Prepaid expenses and other current assets .......................        250,650
                                                                        ------------
TOTAL CURRENT ASSETS ................................................      1,333,878

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

INTANGIBLE ASSETS ...................................................     14,979,951

GOODWILL ............................................................        956,167

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........................      3,327,556
    Security deposits and other assets ..............................         10,460
                                                                        ------------
TOTAL OTHER ASSETS ..................................................      3,554,890
                                                                        ------------

TOTAL ASSETS ........................................................   $ 20,898,007
                                                                        ============


                        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Current maturities of long-term debt ............................   $     19,532
    Short-term notes payable ........................................        202,342
    Accounts payable and accrued expenses ...........................        609,491
    Current portion of deferred revenue .............................        256,634
    Commissions payable .............................................        136,139
                                                                        ------------
TOTAL CURRENT LIABILITIES ...........................................      1,223,868

OTHER LIABILITIES
    Long-term debt, less current maturities .........................        283,221
    Deferred revenue, less current portion ..........................      3,437,944
    Security deposits ...............................................         20,920
                                                                        ------------
TOTAL OTHER LIABILITIES .............................................      3,742,085
                                                                        ------------

TOTAL LIABILITIES ...................................................      4,965,953

STOCKHOLDERS' EQUITY
    Preferred stock- Series B convertible, par value $.001; 5,000,000
        shares authorized, 4,092,376 shares issued and outstanding ..          4,092
    Common stock, par value $.001; 20,000,000 shares authorized,
        18,976,125 shares issued and outstanding ....................         18,976
    Additional paid-in capital in excess of par .....................     22,055,712
    Accumulated deficit .............................................     (6,146,726)
                                                                        ------------
TOTAL STOCKHOLDERS' EQUITY ..........................................     15,932,054
                                                                        ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..........................   $ 20,898,007
                                                                        ============

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

                                       (3)

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

<S>                                                    <C>             <C>


                                                             2005           2004
                                                       ------------    ------------
REVENUE
    Commissions ....................................   $    233,185    $       --
    Franchise fees .................................          2,139           3,745
    Franchise service and other fees ...............         74,273         139,542
    Travel products and services ...................        784,105         325,794
    On-line travel income ..........................        184,441         106,953
    Advertising and other ..........................         39,927           2,349
    New RTA sales ..................................        693,484            --
    Monthly membership and maintenance fees ........      1,449,456            --
    Printing and administrative service fees .......        395,879            --
                                                       ------------    ------------
GROSS REVENUE ......................................      3,856,889         578,383

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

NET REVENUE ........................................      3,727,076         578,383

OPERATING EXPENSES
    Commissions ....................................      1,591,185         199,807
    Cost of travel services and products ...........        232,634          80,108
    Depreciation and amortization ..................        145,347          11,112
    Marketing and selling ..........................           --            14,874
    General and administrative .....................      1,523,002         302,064
                                                       ------------    ------------
TOTAL OPERATING EXPENSES ...........................      3,492,168         607,965
                                                       ------------    ------------

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

OTHER INCOME (EXPENSES)
    Gain (loss) from sales of short-term investments         (5,671)            536
    Interest and dividend income ...................          7,228           3,314
    Interest expense ...............................        (19,714)         (5,297)
                                                       ------------    ------------
TOTAL OTHER EXPENSES ...............................        (18,157)         (1,447)
                                                       ------------    ------------

INCOME (LOSS) BEFORE INCOME TAXES ..................        216,751         (31,029)

INCOME TAXES .......................................          2,386             956
                                                       ------------    ------------

NET INCOME (LOSS) ..................................   $    214,365    $    (31,985)
                                                       ============    ============

NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS    $    214,365    $    (31,985)
                                                       ============    ============

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

    BASIC AND DILUTED EARNINGS (LOSS) PER SHARE ....   $       0.01    $      (0.00)
                                                       ============    ============

 See independent accountants' review report and notes to the financial statements

</TABLE>

                                       (4)

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

<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  $ (6,146,726) $ 15,932,054

EQUITY RECLASSIFICATIONS RELATED
     TO MERGER AND RE-INCORPORATION      -            -              -            -        1,681,809    (1,681,809)         -

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

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

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

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

NET INCOME                               -            -              -            -              -         214,365       214,365
                                   ------------  ----------   -------------   --------- ------------  ------------- -------------

BALANCE AT MARCH 31, 2005                -       $    -         24,094,153    $ 24,094  $ 24,567,872  $ (7,614,170) $ 16,976,548
                                   ============  ==========   =============   ========= ============  ============= =============



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

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

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


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

                                       (5)

<PAGE>
<TABLE>
<CAPTION>

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

<S>                                                                 <C>            <C>

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


Net Income (loss) ...............................................   $   214,365    $   (31,985)
Adjustments to reconcile net income (loss) to net cash
     provided (used) by operating activities:
        Depreciation and amortization ...........................       145,347         11,112
        Common shares issued for services .......................        81,377           --
        Loss (gain) from sales of short-term investments ........         5,671           (536)
        Changes in assets and liabilities:
            Accounts receivable .................................        (6,134)        (6,381)
            Prepaid expenses and other current assets ...........    (1,065,595)          --
            Accounts payable and accrued expenses ...............      (287,174)        (2,686)
            Deferred revenue ....................................       881,029         1,722
            Commissions payable .................................      (136,139)          --
            Other current liabilities ...........................        11,764           --
                                                                    -----------    -----------
                                                                         98,040        (28,754)


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


        Proceeds from issuance of long-term debt ................     2,140,721           --
        Proceeds from issuance of common stock ..................       750,000           --
        Principal payments on debt ..............................       (78,201)        (4,490)
                                                                    -----------    -----------
                                                                      2,812,520         (4,490)
                                                                    -----------    -----------

                                                                      1,542,382        (18,852)

                                                                         25,449         62,718
                                                                    -----------    -----------

                                                                    $ 1,567,831    $    43,866
                                                                    ===========    ===========



Supplemental disclosure of cash flow information:
Cash paid during the period for:
  Interest ......................................................   $    19,714    $     5,297
  Income taxes ..................................................   $     2,386    $       956


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

                                       (6)

<PAGE>

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

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

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

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

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

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

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

                   See independent accountants' review report
                                       (7)
<PAGE>

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

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS (CONTINUED)

Each of the three aforementioned operating subsidiaries was formed to divide the
Company's  operations into three basic divisions.  The  YourTravelBiz.com,  Inc.
division  focuses  on  referral  marketing  (commonly  referred  to as  "network
marketing")  to potential  representatives.  The Rezconnect  Technologies,  Inc.
division builds on-line  reservation  systems using  proprietary  patent pending
applications for suppliers  within the travel industry.  The YTB Travel Network,
Inc.  division is a travel  agency  which books  travel  transactions,  collects
payments and licensing fees, and pays sales commissions to its representatives.

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. The Company also operates as a retail travel agency.

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

                   See independent accountants' review report
                                       (8)
<PAGE>

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

As of March 31,  2005,  Rezconnect  has  recorded  approximately  $237,000  as a
reserve against its notes  receivable,  based upon the history of  uncollectible
accounts from previous years.

Travel products and services
----------------------------
Commissions earned by the YTB Travel Network, Inc. subsidiary, from the sales of
travel products and services,  are recognized when earned.  Revenues earned from
all other sales of travel and related products,  where the Company is the 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.

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



                   See independent accountants' review report
                                       (9)
<PAGE>

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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 on-line travel agencies,
and from providing  maintenance and training services to the new business owners
of such on-line travel  agencies.  These on-line revenues are generated from new
referring travel agent ("RTA") sales and existing RTA membership and maintenance
fees. An initial up-front sign-up fee, comprised of four separate components, is
required of each new RTA. Each fee component  (namely,  for the  preparation and
delivery  of training  materials;  the  building of a website;  the setup in the
on-line system;  and a residual benefit of membership) has no standalone  value.
Accordingly,  the revenue for such up-front fees is deferred;  recognized over a
period of thirty-six months,  which is the average historical RTA turnover rate.
A 30-day  right-of-return period is extended to each new RTA; after such time no
refund is  available.  Monthly  hosting and service fees are  recognized  in the
month after the services are  provided;  site fees are  recognized as revenue in
the month that the service is  provided;  license  fees are  recognized  30 days
following  the  expiration  of the  license  period.  The  associated  rights of
customers and the  obligations  of YTB over the period of the  relationship  are
described in detail in the master franchise agreement.

Commissions
-----------
Commissions  and other  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
-------------------
YTB incurs  commission costs  concurrently  with the income derived from new RTA
sales.  Such costs are directly  related to the  origination  such sales;  sales
which result in the deferral of revenue.  The Company has elected to account for
these direct  commission costs in accordance with Staff Accounting  Bulletin No.
104 of the U.S. Securities and Exchange  Commission,  and Technical Bulletin No.
90-1 of the  Financial  Accounting  Standards  Board  (FASB),  by deferring  and
charging  to  expense  such  commission  costs  in  proportion  to  the  revenue
recognized, over the same thirty-six month period.

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


                   See independent accountants' review report
                                      (10)
<PAGE>

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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


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

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

Adoption of other accounting pronouncements
-------------------------------------------


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



                   See independent accountants' review report
                                      (11)
<PAGE>

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

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

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

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


                   See independent accountants' review report
                                      (12)
<PAGE>

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



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

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

Earnings (loss) per share
-------------------------
Basic  earnings  (loss)  per  share is based on the  weighted-average  number of
common shares outstanding. Diluted earnings (loss) per common share assumes that
outstanding  common  shares are  increased by common  shares  issuable  upon the
exercise of stock options and by the  conversion of preferred  stock where their
exercise or  conversion  would be dilutive.  For the  three-month  periods ended
March 31, 2005 and 2004,  the effects any assumed  exercise of stock  options on
the earnings  (loss) per share for these  periods  would be  anti-dilutive  and,
therefore,  are not included in the calculation of the Company's earnings (loss)
per common share for the three-month periods ended March 31, 2005 and 2004.


                   See independent accountants' review report
                                      (13)
<PAGE>

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

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

YTB  offers  a  compensation  plan to its  independent  marketing  representives
("Reps")  under an  arrangement  that pays the Reps  direct  sales  commissions,
override  compensation  (if qualified) and other bonus incentives based upon the
amount of each Rep's sales, or enrolled referrals.  Direct sales commissions are
paid on a weekly  basis,  based upon the amount of the  previous  week's  sales.
Residual  commissions  are paid on a monthly  basis  for  active  Reps  members,
following  the month  earned.  Reps  qualify to earn  bonuses by  maintaining  a
minimum number of personally-enrolled Reps.

Commission  expense is recognized  when incurred;  either weekly,  upon an RTA's
previous  week's  sales;  or  monthly,  upon  an  Rep's  attaining  his  or  her
pre-established goal of number of referrals they have personally enrolled.


NOTE 3 - LONG-TERM DEBT

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

                   See independent accountants' review report
                                      (14)
<PAGE>

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



NOTE 3 - LONG-TERM DEBT (CONTINUED)

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

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

During  December 2004, the former  Rezconnect  entered into an agreement with an
investor  to raise an  additional  $2,000,000  of capital  with a  condition  to
subordinate  its SBA  loan of  approximately  $300,000  to YTB.  Such  loan  was
executed and subordinated on February 7, 2005. 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 Company  (that is, YTB  International,  Inc.) 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 March 31, 2005 remained at $2,000,000.


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

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

           2006                            $      49,340
           2007                                   20,328
           2008                                   21,156
           2009                                   22,018
           2010                                   22,915
           Thereafter                          2,333,896
                                               ---------

           Total                           $   2,469,653
                                               =========








                   See independent accountants' review report
                                      (15)
<PAGE>

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



NOTE 4 - SHORT-TERM OBLIGATIONS

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

---------------------------------------------------- ---------------------------
6.25% promissory note in connection with vehicle
 purchase.  Interest and principal are payable in
 monthly installments of $1,000 for 12 months,
 due February 28, 2005.                                             $    41,960

---------------------------------------------------- ---------------------------
6.25% promissory note in connection with vehicle
 purchase.  Interest and principal are payable
 in monthly installments of $1,000 for 12 months,
 due March 4, 2005.                                                      56,002
                                                                         -------
---------------------------------------------------- ---------------------------
---------------------------------------------------- ---------------------------
   Total                                                             $   97,962
                                                                         ======
---------------------------------------------------- ---------------------------



NOTE 5 - COMMITMENTS

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

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

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

                                                    2005         2004
                                                    ----         ----

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

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



                   See independent accountants' review report
                                      (16)
<PAGE>

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


NOTE 5 - COMMITMENTS (CONTINUED)

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

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

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

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


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

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

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

                      Total                     $  13,850
                                                =========


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

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

                   See independent accountants' review report
                                      (17)
<PAGE>

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


NOTE 6 - STOCK OPTIONS

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

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

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

The fair value of the options  granted for the three months ended March 31, 2005
and 2004 was estimated using the Black-Scholes option pricing model based on the
following weighted-average assumptions:


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


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


NOTE 7 - INCOME TAXES

As a  result  of the  Company's  operating  losses  in 2004 and  2003,  and loss
carryforwards available in 2005, there is no provision for current income taxes.
In addition, Statement of Financial Accounting Standards No. 109, Accounting for
Income Taxes,  requires a valuation  allowance to reduce any deferred tax assets
to their net realizable amounts if, based on the weight of evidence,  it is more
likely than not that all or some portion of such deferred tax assets will not be
realized.  As of March 31, 2005 and 2004,  the Company is  uncertain  if it will
realize any future tax benefit of its deferred tax assets.  Accordingly,  a full
valuation  allowance  has been  established  as a reserve  against the Company's
deferred  tax assets and,  therefore,  no deferred  income tax credits have been
recognized in the  statements of operations in either of the three month periods
ended March 31, 2005 or 2004.

                   See independent accountants' review report
                                      (18)
<PAGE>

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


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


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

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

------------------------- --------------------- ---------------------- ------------------ -------------------- --------------
<S>                       <C>                   <C>                    <C>                <C>                  <C>
      Three-Month            Franchise and
      Period Ended          Travel- Related        Internet-Based       On-line Travel
     March 31, 2005            Management        Technology Programs     Store Services        Other              Total
                                Services
------------------------- --------------------- ---------------------- ------------------ -------------------- --------------
External and inter-
  segment revenue         $   1,093,702         $  1,657,562           $    184,441       $     433,154        $  3,368,859
------------------------- --------------------- ---------------------- ------------------ -------------------- --------------
Segment profit (loss)     $     325,181         $    828,671           $    169,224       $  (1,108,711)       $    214,365
------------------------- --------------------- ---------------------- ------------------ -------------------- --------------
Total assets              $   2,544,406         $  4,424,304                   -          $  17,759,572        $ 24,728,282
------------------------- --------------------- ---------------------- ------------------ -------------------- --------------
Capital expenditures               -                    -                      -                   -                   -
------------------------- --------------------- ---------------------- ------------------ -------------------- --------------
Depreciation and
  amortization                     -            $     20,347                   -          $     125,000        $    145,347
------------------------- --------------------- ---------------------- ------------------ -------------------- --------------
Investment income                  -            $      1,761                   -          $       5,467        $      7,228
------------------------- --------------------- ---------------------- ------------------ -------------------- --------------

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

      Three-Month            Franchise and
      Period Ended          Travel- Related         Internet-Based       On-line Travel
     March 31, 2004            Management        Technology Programs     Store Services         Other             Total
                                Services
------------------------- --------------------- ----------------------- ----------------- ------------------- ----------------
External and inter-
  segment revenue         $     471,430         $       -               $   106,953       $        -          $     578,383
------------------------- --------------------- ----------------------- ----------------- ------------------- ----------------
Segment profit (loss)     $    (118,073)                                $    86,088       $        -          $     (31,985)
------------------------- --------------------- ----------------------- ----------------- ------------------- ----------------
Total assets              $   1,681,245         $       -               $  123,082        $      43,866       $   1,848,193
------------------------- --------------------- ----------------------- ----------------- ------------------- ----------------
Capital expenditures               -                    -               $    6,726                 -          $       6,726
------------------------- --------------------- ----------------------- ----------------- ------------------- ----------------
Depreciation and
  amortization                     -                                    $   11,112                 -          $      11,112
------------------------- --------------------- ----------------------- ----------------- ------------------- ----------------
Investment income                  -                    -                      -           $      3,314       $       3,314
------------------------- --------------------- ----------------------- ----------------- ------------------- ----------------
</TABLE>

                   See independent accountants' review report
                                      (19)
<PAGE>

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

NOTE 10 - BUSINESS COMBINATION

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

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

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 sales  representative
agreements.  Of these,  only the sales  representative  agreements (each of such
agreements having an estimated useful life of thirty-six  months) are subject to
amortization.  With  respect to the  acquired  intangible  assets not subject to
amortization, tests for impairment will be made on an annual basis.
                   See independent accountants' review report
                                      (20)


<PAGE>

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


NOTE 10 - BUSINESS COMBINATION (CONTINUED)

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

With respect to the acquired  intangible  assets recognized as assets apart from
goodwill that are not subject to  amortization,  the  respective  gross carrying
amounts as of March 31, 2005 are as follows: trade names - $3,500,000;  internet
domain names - $1,500,000.  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 On-line
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 "rep"
          agreements.
     o    The  estimated  value  of YTB,  based  primarily  on the  above-listed
          factors, in comparison to the market value of the Company.

The 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., 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
                                      (21)
<PAGE>

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



NOTE 10 - BUSINESS COMBINATION (CONTINUED)

     o    Day-to-day  control  continues to reside in the Company with its Chief
          Executive Officer ("CEO").
     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 on-line franchise business. The total cost
of this software license right was $45,000. Rezconnect has been given the option
to make installment payments of $9,000 per year for five years. The cost of this
software license is being amortized over its five-year life. During August 2004,
Rezconnect  acquired a new software  right in the amount of $3,612.  The cost of
this  software  right  is  being  amortized  over its  expected  useful  life of
thirty-six months.


NOTE 12 - SUBSEQUENT EVENTS

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








                   See independent accountants' review report
                                      (22)




<PAGE>




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

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

                                                    2005        2004
                                               ----------   ----------
Administrative salaried and leased employees   $  532,697   $  125,707
Payroll taxes ..............................       21,055       12,973
Advertising ................................        5,904         --
Auto expense ...............................      120,725        4,022
Bank fees and service charges ..............        6,265          935
Consultant fees ............................       61,800       28,260
Contract labor .............................      110,533         --
Computer expense ...........................        5,123        7,753
Charitable contributions ...................        3,960         --
Credit card fees ...........................       60,016         --
Dues and subscriptions .....................        7,300        6,845
Employee benefits ..........................          294         --
Equipment leases ...........................        5,038        1,702
Minor equipment ............................        6,041        2,032
Licenses and permits .......................        1,161         --
Management fees ............................        7,917         --
Meeting and convention .....................       23,615         --
Miscellaneous ..............................        7,101         --
Office rent ................................       66,790       62,286
Travel and entertainment ...................       72,941         --
Office supplies and expenses ...............       30,791        6,040
Printing ...................................       97,881        2,809
Postage and delivery .......................       38,868        3,639
Insurance ..................................       18,057       16,455
Professional fees ..........................       64,253       17,450
Training and recruitment ...................        5,000         --
Telephone ..................................       10,066        3,156
Website processing and user fees ...........      131,810         --
                                               ----------   ----------

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













































             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                          ON SUPPLEMENTARY INFORMATION





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








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

Fairfield, New Jersey
May 23, 2005






                                      (23)





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

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

We operate the businesses under various trade names "Travel Network," "Global
Travel Network," "Travel Network Vacation Central," "YourTravelBiz.com," "Your
Travel Biz," "YTBnet.com," as well as web sites "Bookmytravel.com," and
"REZconnect.com." We are also a full-service provider of discount travel
products and services to the leisure and small business traveler. We offer our
customers a reliable source of travel products and services through our
agreements with selected travel providers, including major airlines, cruise
lines, hotels and car rental agencies, as well as wholesale travel providers. In
addition, we offer our customers the ability to make reservations on over 400
airlines, at more than 57,000 hotels and with most major car rental companies,
cruise lines and tour package operators.


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


Our brick and mortar franchisee Travel Network and Global Travel Network fees
range from $3,000 to $29,900 for domestic franchises and from $50,000 to
$350,000 for individual international territories. Yearly service fees range
from $2,000 to $9,000 per location. Commission rates paid by travel suppliers
have been approximately 10% for hotel reservations, 5-10% for car rentals, and
10-16% for cruises and vacation packages. Airline tickets are a
non-commissionable item and revenues are earned from service fees, which range
from $4 to $15 per ticket.


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


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


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


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





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


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


To date, REZcity has signed 219 Single Unit franchises. A single unit franchise
consists of a single town or zip code with a population of 25,000 or less.
Franchisees are required to sell e-commerce and advertising solutions, to earn
revenue, within their purchased territory and market their website to local
residents residing in the community.


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


The Booking operating group is a travel management company that operates several
different franchise systems including storefront and online business models that
processes and handles bookings (reservations) from over 14,000 websites.


The Marketing operating group, YourTravelBiz.com, is a direct sales organization
providing support services for the 12,000 RTAs which are currently in the
system. YourTravelBiz conducts business through recruitment, enrollment, initial
training, and support of its sales force. This operating subsidiary is a
referral marketing group providing support products and services for the 12,000
plus representatives. The RTAs have the ability to book individual and group
travel. The fulfillment is offered through interactive, real time booking
engines and access to preferred deals with leading travel industry suppliers.
The emerging market shift to Internet for travel services presents the
opportunity for advancement of products and services by referral relationships.


OVERVIEW


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


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


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


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


Results of Operations


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

INSERT TABLES TO COME

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

REVENUES

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

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

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

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

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

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

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

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

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

OPERATING EXPENSES

    Commissions. Commissions increased by $1,391,378. The increase is mainly
attributable to YourTravelBiz.com, Inc. (see note above).

    Cost of Travel Products and Services. Cost of travel products and services
increased by approximately $152,526 or 190% in 2005 as compared to 2004
three-month period. These costs increased as a result of higher travel related
revenues.

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

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

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

Variability of Results

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

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

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

    The Company believes that cash and short term investments on hand at March
31, 2005 and its cash flow from operations will be sufficient to meet its
obligations on a timely basis for the next 12 months.

FORWARD-LOOKING STATEMENTS

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





PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS
                  None

ITEM 2 - CHANGES IN SECURITIES
                  None

ITEM 3 -  DEFAULTS UPON SENIOR SECURITIES
                  None

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

ITEM 5 - OTHER INFORMATION
                  None

ITEM 6 - REPORTS ON FORM 8-K
       1. Reports on Form 8-K dated Feb 23,2005


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  YTB  International,  Inc.  (successor  to  REZconnect(R)
Technologies,  Inc.) has duly  caused  this Report to be signed on its behalf by
the undersigned thereunto duly authorized on the 23rd day of May, 2005.

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

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

May 23,2005