-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EI+S9ROS1lav6lWVVt9kVlYEIn75ybct4yiSI9946yCw5ruqsxTjvhsDYLfrOn+u 2gyuWCxsyEAbw5ZlLq3tIw== 0001144204-06-050022.txt : 20061124 0001144204-06-050022.hdr.sgml : 20061123 20061124154443 ACCESSION NUMBER: 0001144204-06-050022 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061124 DATE AS OF CHANGE: 20061124 GROUP MEMBERS: GREAT RIVER ENTERPRISES, LP#1 ("GREAT RIVER") GROUP MEMBERS: J. LLOYD TOMER GROUP MEMBERS: J. SCOTT TOMER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: YTB International, Inc. CENTRAL INDEX KEY: 0000852766 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 112602120 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55259 FILM NUMBER: 061238074 BUSINESS ADDRESS: STREET 1: 560 SYLVAN AVENUE CITY: ENGLEWOOD CLIFFS STATE: NJ ZIP: 07632 BUSINESS PHONE: 2015678500 MAIL ADDRESS: STREET 1: 560 SYLVAN AVENUE CITY: ENGLEWOOD CLIFFS STATE: NJ ZIP: 07632 FORMER COMPANY: FORMER CONFORMED NAME: REZCONNECT TECHNOLOGIES INC DATE OF NAME CHANGE: 20020430 FORMER COMPANY: FORMER CONFORMED NAME: ETRAVNET COM INC DATE OF NAME CHANGE: 19991005 FORMER COMPANY: FORMER CONFORMED NAME: PLAYORENA INC DATE OF NAME CHANGE: 19940311 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sorensen J Kim CENTRAL INDEX KEY: 0001312582 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 1-800-243-4450 MAIL ADDRESS: STREET 1: 200 WEST THIRD STREET STREET 2: SUITE 200 CITY: ALTON STATE: IL ZIP: 62002 SC 13D/A 1 v058989_sc13d-a.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

YTB International, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

98425R101

(CUSIP Number)

Gerard S. DiFiore, Esq.

Reed Smith LLP

599 Lexington Avenue

New York, New York 10022

Telephone: (212) 549-0396

Fax (212) 521-5450

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

November 22, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

CUSIP Number: 98425R101

Name of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

Name: J. Lloyd Tomer

I.R.S. Identification No.: N/A

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

SEC Use Only

Source of Funds (See Instructions): OO

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) N/A

Citizenship or Place of Organization: United States

Number of

Sole Voting Power 379,700 (1)

Shares Bene-

Shared Voting Power 14,150,746 (2)

ficially Owned

Sole Dispositive Power 379,700 (3)

by Each Reporting

10)

Shared Dispositive Power 9,814,854 (4)

Person with

11)

Aggregate Amount Beneficially Owned by each Reporting Person: 14,530,446 (2) (3)

12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares N/A

13)

Percent of Class Represented by Amount in Row (11): 52.8% (2) (3) (5)

14)

Type of Reporting Person (See Instructions): IN

Footnotes:

(1) This number consists of: (i) 79,700 shares of the Issuer’s common stock, $.001 par value per share (“Common Stock”) held by J. Lloyd Tomer individually, (ii) 200,000 shares held by Tomer & Associates, Inc. (of which the Reporting Person is the sole shareholder), and (iii) non-qualified stock options to purchase up to 100,000 shares of Common Stock at a per share exercise price of $1.00 held by J. Lloyd Tomer individually.

(2) This number consists of the following shares of the Issuer’s Common Stock: (i) 3,861,838 shares of Common Stock held by Great River Enterprises, LP#1, an Illinois partnership (“Great River”) (J. Lloyd Tomer is the sole stockholder of a corporation that is the general partner of Great River). Shares held by Great River include Common Stock issued in January 2005 upon the conversion of shares of the Issuer’s Series B Convertible Preferred Stock issued to Great River as consideration for the Exchange Transaction described in Item 4. The reporting person shares beneficial ownership with respect to Great River’s shares as a result of the voting arrangements with respect thereto under the Stockholders’ Agreement (as defined below); (ii) 5,953,016 shares of Common Stock over which J. Lloyd Tomer may be deemed to share beneficial ownership with J. Scott Tomer and J. Kim Sorensen as a result of the grant, on November 22, 2006, by Michael Brent and Derek Brent to J. Lloyd Tomer, J. Scott Tomer and J. Kim Sorensen of an irrevocable proxy (the “Proxy”) with respect thereto (and with respect to which Michael Brent and Derek Brent do not share voting power); and (iii) 4,335,892 additional shares of Common Stock currently held by J. Scott Tomer (2,160,446) and J. Kim Sorensen (2,175,446) over which Great River may be deemed to share beneficial ownership as a result of the voting arrangements with respect thereto under the Stockholders’ Agreement dated as of December 8, 2004 (the “Stockholders’ Agreement”) by and among Michael Brent, Derek Brent, Great River, J. Scott Tomer and J. Kim Sorensen. See Items 4 and 6 for a fuller explanation of the Proxy and the Stockholders’ Agreement. J. Lloyd Tomer disclaims beneficial ownership of (x) the 2,160,446 shares of Common Stock held by J. Scott Tomer, the 2,175,446 shares of Common Stock held by J. Kim Sorensen that are subject to the Stockholders’ Agreement; and (y) the 5,953,016 shares subject to the Proxy.

(3) This number consists of (i) 79,700 shares of Common Stock, (ii) non-qualified stock options to purchase up to 100,000 shares of Common Stock held individually by J. Lloyd Tomer, and (iii) 200,000 shares held by Tomer & Associates, Inc. (of which the Reporting Person is the sole stockholder), all of which are not subject to the terms and conditions of the Stockholders’ Agreement.

(4) This number consists of (i) the 3,861,838 shares held by Great River, which are subject to the right of first refusal provisions under the Stockholders’ Agreement with respect to the transfer thereof; and (ii) the 5,953,016 shares of Common Stock held by Michael Brent and Derek Brent for which the reporting person shares dispositive power as a result of the right of first refusal provisions in favor of the reporting person governing the transfer thereof under the Stockholders’ Agreement.

(5) This percentage was calculated based on 27,490,454 outstanding shares of the Issuer’s Common Stock as of September 30, 2006.

CUSIP Number: 98425R101

Name of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

Name: Great River Enterprises, LP#1 (“Great River”) (1)

I.R.S. Identification No.: 37-1391763

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

SEC Use Only

Source of Funds (See Instructions): OO

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) N/A

Citizenship or Place of Organization: Illinois

Number of

Sole Voting Power 0

Shares Bene-

Shared Voting Power 8,197,730 (2)

ficially Owned

Sole Dispositive Power 0

by Each Reporting

10)

Shared Dispositive Power 9,814,854 (3)

Person with

11)

Aggregate Amount Beneficially Owned by each Reporting Person: 9,814,854 (2) (3)

12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares N/A

13)

Percent of Class Represented by Amount in Row (11): 35.7% (2) (3) (4)

14)

Type of Reporting Person (See Instructions): IN

Footnotes:

(1) J. Lloyd Tomer is the sole stockholder of a corporation that is the general partner of Great River.

(2) This number consists of the following shares of the Issuer’s Common Stock: (i) 3,861,838 shares of Common Stock currently held by Great River, including shares issued in January 2005 to Great River upon the conversion of the Issuer’s Series B Convertible Preferred Stock issued to Great River as consideration for the Exchange Transaction described in Item 4. The reporting person shares beneficial ownership over such shares as a result of the voting arrangements with respect thereto under the Stockholders’ Agreement (as defined below); and (ii) 2,160,446 shares of Common Stock currently held by J. Scott Tomer and 2,175,446 shares of Common Stock currently held by J. Kim Sorensen, over which Great River may be deemed to share beneficial ownership as a result of the voting arrangements with respect thereto under the Stockholders’ Agreement dated as of December 8, 2004 (the “Stockholders’ Agreement”) by and among Michael Brent, Derek Brent, Great River, J. Scott Tomer and J. Kim Sorensen. See Items 4 and 6 for a fuller explanation of the Stockholders’ Agreement and subsequent developments impacting the Stockholders’ Agreement. Great River disclaims beneficial ownership of the 2,160,446 shares of Common Stock held by J. Scott Tomer and the 2,175,446 shares of Common Stock currently held by J. Kim Sorensen that are subject to the Stockholders’ Agreement.

(3) This number consists of (i) the 3,861,838 shares held by Great River, which are subject to the right of first refusal provisions under the Stockholders’ Agreement with respect to the transfer thereof; and (ii) the 5,953,016 shares of Common Stock held by Michael Brent and Derek Brent for which the reporting person shares dispositive power as a result of the right of first refusal provisions in favor of the reporting person governing the transfer thereof under the Stockholders’ Agreement.

(4) This percentage was calculated based on 27,490,454 outstanding shares of the Issuer’s Common Stock as of September 30, 2006.

CUSIP Number: 98425R101

Name of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

Name: J. Scott Tomer (1)

I.R.S. Identification No.: N/A

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

SEC Use Only

Source of Funds (See Instructions): OO

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) N/A

Citizenship or Place of Organization: United States

Number of

Sole Voting Power 109,075 (1)

Shares Bene-

Shared Voting Power 14,150,746 (2)

ficially Owned

Sole Dispositive Power 109,075 (3)

by Each Reporting

10)

Shared Dispositive Power 8,113,462 (4)

Person with

11)

Aggregate Amount Beneficially Owned by each Reporting Person: 14,259,821 (2) (3)

12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares N/A

13)

Percent of Class Represented by Amount in Row (11): 51.9% (2) (3) (5)

14)

Type of Reporting Person (See Instructions): IN

Footnotes:

(1) This number consists of (i) 9,075 shares of the Issuer’s common stock, $.001 par value per share (“Common Stock”), and (ii) non-qualified stock options to purchase up to 100,000 shares of Common Stock, at a per share exercise price of $1.00 (the “Tomer Options”).

(2) This number consists of the following shares of the Issuer’s Common Stock: (i) 2,160,446 shares of Common Stock held by the reporting person, including shares issued in January 2005 upon the conversion of the Issuer’s Series B Convertible Preferred Stock issued to the reporting person as consideration for the Exchange Transaction described in Item 4. The reporting person shares beneficial ownership with respect to these shares as a result of the voting arrangements with respect thereto under the Stockholders’ Agreement; (ii) 5,953,016 shares of Common Stock over which J. Scott Tomer may be deemed to share beneficial ownership with J. Lloyd Tomer and J. Kim Sorensen as a result of the grant, on November 22, 2006, by Michael Brent and Derek Brent to J. Lloyd Tomer, J. Scott Tomer and J. Kim Sorensen of an irrevocable proxy (the “Proxy”) with respect thereto (and with respect to which Michael Brent and Derek Brent do not share voting power); and (iii) 3,861,838 additional shares of Common Stock currently held by Great River Enterprises, LP#1 (“Great River”) and 2,175,446 shares of Common Stock currently held by J. Kim Sorensen, over which J. Scott Tomer may be deemed to share beneficial ownership as a result of the voting arrangements with respect thereto under the Stockholders’ Agreement. See Items 4 and 6 for a fuller explanation of the Proxy and the Stockholders’ Agreement. J. Scott Tomer disclaims beneficial ownership of (x) the 3,861,838 shares of Common Stock held by Great River; the 2,175,446 shares of Common Stock held by J. Kim Sorensen that are subject to the Stockholders’ Agreement; and (y) the 5,953,016 shares subject to the Proxy.

(3) This number represents (i) 9,075 shares of Common Stock, and (ii) the 100,000 shares of Common Stock underlying the Tomer Options. These shares are not subject to the terms and conditions of the Stockholders’ Agreement.

(4) This number consists of (i) the 2,160,446 shares of Common Stock held by J. Scott Tomer, which are subject to the right of first refusal provisions under the Stockholders’ Agreement with respect to the transfer thereof; and (ii) the 5,953,016 shares of Common Stock held by Michael Brent and Derek Brent for which the reporting person shares dispositive power as a result of the right of first refusal provisions in favor of the reporting person governing the transfer thereof under the Stockholders’ Agreement.

(5) This percentage was calculated based on 27,490,454 outstanding shares of the Issuer’s Common Stock as of September 30, 2006.

CUSIP Number: 98425R101

Name of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

Name: J. Kim Sorensen (1)

I.R.S. Identification No.: N/A

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

SEC Use Only

Source of Funds (See Instructions): OO

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) N/A

Citizenship or Place of Organization: United States

Number of

Sole Voting Power 123,799 (1)

Shares Bene-

Shared Voting Power 14,150,746 (2)

ficially Owned

Sole Dispositive Power 123,799 (3)

by Each Reporting

10)

Shared Dispositive Power 8,128,462 (4)

Person with

11)

Aggregate Amount Beneficially Owned by each Reporting Person: 14,274,545 (2) (3)

12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares N/A

13)

Percent of Class Represented by Amount in Row (11): 51.9% (2) (3) (5)

14)

Type of Reporting Person (See Instructions): IN

Footnotes:

(1) This number consists of (i) 23,799 shares of Common Stock held jointly by J. Kim Sorensen and his spouse, and (ii) non-qualified stock options issued to Mr. Sorensen to purchase up to 100,000 shares of Common Stock at a per share exercise price of $1.00 (the “Sorensen Options”).

(2) This number includes the following shares of the Issuer’s Common Stock: (i) 2,175,446 shares of Common Stock held by the reporting person, including shares issued in January 2005 upon the conversion of the Issuer’s Series B Convertible Preferred Stock issued to the reporting person as consideration for the Exchange Transaction described in Item 4. The reporting person shares beneficial ownership with respect to these shares as a result of the voting arrangements with respect thereto under the Stockholders’ Agreement (as defined below); (ii) 5,953,016 shares of Common Stock over which J. Kim Sorensen may be deemed to share beneficial ownership with J. Lloyd Tomer and J. Scott Tomer as a result of the grant, on November 22, 2006, by Michael Brent and Derek Brent to J. Lloyd Tomer, J. Scott Tomer and J. Kim Sorensen of an irrevocable proxy (the “Proxy”) with respect thereto (and with respect to which Michael Brent and Derek Brent do not share voting power); and (iii) 3,861,838 additional shares of Common Stock currently held by Great River Enterprises, LP#1 (“Great River”) and 2,160,446 shares of Common Stock currently held by J. Scott Tomer, over which J. Kim Sorensen may be deemed to share beneficial ownership as a result of the voting arrangements with respect thereto under the Stockholders’ Agreement dated as of December 8, 2004 (the “Stockholders’ Agreement”) by and among Michael Brent, Derek Brent, Great River, J. Scott Tomer and J. Kim Sorensen. See Items 4 and 6 for a fuller explanation of the Proxy and the Stockholders’ Agreement. J. Kim Sorensen disclaims beneficial ownership of (x) the 3,861,838 shares of Common Stock held by Great River and the 2,160,446 shares of Common Stock held by J. Scott Tomer that are subject to the Stockholders’ Agreement and (y) the 5,953,016 shares of Common Stock subject to the Proxy.

(3) This number includes 23,799 shares of Common Stock held jointly by J. Kim Sorensen and his spouse and the 100,000 shares of Common Stock underlying the Sorensen Options, all of which are not subject to the terms and conditions of the Stockholders’ Agreement.

(4) This number includes both (i) the 2,175,446 shares of Common Stock held by J. Kim Sorensen, which are subject to the right of first refusal provisions under the Stockholders’ Agreement with respect to the transfer thereof; and (ii) the 5,953,016 shares of Common Stock held by Michael Brent and Derek Brent for which the reporting person shares dispositive power as a result of the right of first refusal provisions in favor of the reporting person governing the transfer thereof under the Stockholders’ Agreement.

(5) This percentage was calculated based on 27,490,454 outstanding shares of the Issuer’s Common Stock as of September 30, 2006.

Item 1. Security and Issuer

This Amendment No. 1 (“Amendment No. 1”) to the Statement of Beneficial Ownership dated January 18, 2005 (the “Original Statement”), relates to the common stock, par value $.001 per share (“Common Stock”) of YTB International, Inc., a Delaware corporation whose principal executive offices are One Country Club View Drive, Edwardsville, IL 62025. YTB International, Inc. was formerly known as REZconnect Technologies, Inc., a New York corporation (the “Issuer”). The CUSIP number for the Issuer’s Common Stock has changed from 297868101 to 98425R101 as a result of the Issuer’s name change and jurisdiction of incorporation since the date of filing of the Original Statement.

This Amendment No. 1 is being filed by J. Lloyd Tomer (“Lloyd Tomer”), Great River Enterprises, LP #1, an Illinois partnership (“Great River”) (J. Lloyd Tomer is the sole stockholder of a corporation that is the general partner of Great River), J. Scott Tomer (“Scott Tomer”) and J. Kim Sorensen (“Sorensen”) (collectively Lloyd Tomer, Great River, Sorensen and Scott Tomer shall be referred to herein as the “Reporting Parties” and each a “Reporting Party”) in connection with the November 22, 2006 receipt by the Reporting Parties of an irrevocable proxy coupled with an interest with respect to 5,953,016 shares of Common Stock of the Issuer, as described further below, and to update other changes in the Reporting Parties’ beneficial ownership since the date of the Original Statement.

Item 2. Identity and Background

(a)	Names:	J. Lloyd Tomer, Great River Enterprises, LP #1
		J. Scott Tomer and J. Kim Sorensen

(b)	Business Address:	One Country Club View Drive, Edwardsville, IL 62025
	(as to all Reporting Parties)

(c)	Occupation:	Lloyd Tomer: Chairman of the Board of Directors of the Issuer
		Great River Enterprises, LP #1: N/A
		Scott Tomer: Chief Executive Officer of the Issuer
		Sorensen: Treasurer of the Issuer

(d)	Conviction:	No

(e)	Civil Proceedings:	No

(f)	Citizenship:	U.S. Citizen (as to J. Lloyd Tomer, J. Scott Tomer
		and J. Kim Sorensen)
		Illinois (as to Great River Enterprises, LP #1)

Item 3. Source and Amount of Funds or Other Consideration

Pursuant to an exchange of stock transaction, the Reporting Parties originally received Common Stock and Series B Convertible Preferred Stock of the Issuer in exchange for all of their shares of common stock, no par value (“YTB Common Stock”) of Yourtravelbiz.com, Inc., an Illinois corporation (“YTB”). The Series B Convertible Preferred Stock was subsequently converted into Common Stock of the Issuer in January 2005. As a result of subsequent events described below in Item 4, the Reporting Parties were granted on November 22, 2006 an irrevocable proxy coupled with an interest with respect to 5,953,016 additional shares of Common Stock of the Issuer, for which non-cash consideration was paid.

Item 4. Purpose of Transaction

Pursuant to the Amended Merger and Stock Exchange Agreement dated November 19, 2004 (the “Exchange Agreement”) by and among the Issuer, YTB and the stockholders of YTB, the stockholders of YTB (including the Reporting Parties) acquired both Common Stock and Series B Convertible Preferred Stock in exchange for all of the outstanding shares of YTB Common Stock (such shares of Series B Convertible Preferred Stock were subsequently converted into Common Stock on a one-for-one basis in January 2005). As a result of the transaction (the “Exchange Transaction”), the stockholders of YTB acquired slightly more than 50% of the outstanding Common Stock of the Company as of the time of the Exchange Transaction.

In connection with the consummation of the Exchange Transaction, Michael Brent and Derek Brent (the “Brent Parties”) who were stockholders, Directors and executive officers of the Issuer prior to such consummation; the Reporting Parties (excluding Lloyd Tomer individually, (the “Tomer Parties”)) and the Issuer entered into that certain Stockholders’ Agreement, dated as of December 8, 2004 (the “Stockholders’ Agreement”), in order to provide for consistent and uniform management of the Issuer, to regulate certain of the rights of the Brent Parties and the Tomer Parties in connection with their interests in the Issuer, and to restrict under certain circumstances the sale, assignment, transfer, encumbrance or other disposition of the shares of Common Stock held by the Brent Parties and the Tomer Parties.

From the time of the Exchange Transaction until the present time, the number of shares of Common Stock held by the Brent Parties that are subject to the Stockholders Agreement has diminished by 270,250 shares, and the number of shares of Common Stock held by the Tomer Parties (and by J. Lloyd Tomer individually) that are subject to the Stockholders’ Agreement has diminished by 2,245,000 shares.

As a result of developments subsequent to the Exchange Transaction, which relate to a grant of parity to Michael Brent in certain compensation structures which are owned by the Reporting Parties (except for Great River) and other non-cash consideration (as discussed in the exhibit filed herewith), the Brent Parties (along with Darren Brent, a family member of the Brent Parties and stockholder of the Issuer) agreed on November 22, 2006 (the “November Agreement”) to (i) grant an irrevocable proxy to the Reporting Parties (except for Great River) with respect to all shares of Common Stock (or other capital stock) now held or hereafter acquired by them (the “Proxy”), (ii) resign from their positions as officers and directors of the Issuer and its subsidiaries (except for their positions as officers of the Issuer’s subsidiary, Rezconnect Technologies, Inc.) and (iii) assign their right to nominate and remove members of the Issuer’s Board of Directors to the Reporting Parties (except for Great River). An effect of the November Agreement and Proxy grant is to give control of the Issuer’s Board of Directors to the Tomer Parties and to grant them a majority voting position in the Issuer. The Reporting Parties believe that the Issuer will be filing a Current Report on Form 8-K to describe the November Agreement. A copy of the November Agreement is attached hereto as Exhibit 99.1.

Item 5. Interest in Securities of the Issuer

(a) Aggregate Number and %: See description contained in rows 7-11 of the respective Cover Page for each Reporting Party which is hereby incorporated by reference.

(b) Power to Vote or Dispose of Shares: See description contained in rows 7-11 of the respective Cover Page for each Reporting Party which is hereby incorporated by reference.

(c) Transactions within Prior 60 days: No transactions have been effected between the Issuer and Reporting Parties beyond those described in Items 3 and 4. The information contained in Items 3 and 4 is hereby incorporated by reference.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Pursuant to the Exchange Agreement, the Tomer Parties, along with the Brent Parties, entered into the Stockholders’ Agreement in December 2004, the purposes of which were to provide for consistent and uniform management for the Issuer, to regulate certain of the rights of the Brent Parties and the Tomer Parties in connection with their interests in the Issuer, and to restrict under certain circumstances the sale, assignment, transfer, encumbrance or other disposition of the shares of Common Stock held by the Brent Parties and the Tomer Parties. It should be noted that the number of shares of Common Stock subject to the Stockholders’ Agreement has diminished as a result of transfers by the Tomer Parties and Brent Parties between the date of entry into the Stockholders’ Agreement and the current time, which is reflected in the number of shares disclosed in rows 7-11 of the Cover Pages hereto. The material terms of the Stockholders’ Agreement were described in detail in the Original Statement and are incorporated by reference into this Amendment No. 1.

As a result of the November Agreement and the grant of the Proxy, the Tomer Parties (along with J. Lloyd Tomer individually) will have the ability to vote a majority of the outstanding shares of the Issuer’s Common Stock and will have the right to nominate and remove all members of the Issuer’s Board of Directors under the Stockholders’ Agreement.

Item 7. Material to be filed as Exhibits

Number

Description

99.1	Agreement, dated November 22, 2006, by and among J. Lloyd Tomer, J. Scott Tomer, J. Kim Sorensen, Michael Y. Brent, Derek Brent and Darren Brent.

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D/A on behalf of J. Lloyd Tomer, Great River Enterprises, LP#1, J. Scott Tomer and J. Kim Sorensen, respectively, the Reporting Parties, is true, complete and correct.

Dated: November 24, 2006	By:	/s/ J. Lloyd Tomer
		J. Lloyd Tomer


Dated: November 24, 2006	GREAT RIVER ENTERPRISES, LP#1

	By:	Tomer & Associates, Inc.,
		its sole General Partner

	By:	/s/ J. Lloyd Tomer
		J. Lloyd Tomer, Authorized Person

Dated: November 24, 2006	By:	/s/ J. Scott Tomer
		J. Scott Tomer, Individually


Dated: November 24, 2006	By:	/s/ J. Kim Sorensen
		J. Kim Sorensen, Individually

EX-99.1 2 v058989_ex99-1.htm

Exhibit 99.1

AGREEMENT

Come now J. Lloyd Tomer (Lloyd), J. Scott Tomer (Scott) and J. Kim Sorensen (Kim), jointly and severally, hereinafter “The Tomer Group” and Michael Y. Brent (Michael), Derek Brent (Derek) and Darren Brent (Darren), jointly and severally, hereinafter “The Brent Group”, in consideration of the mutual covenants contained herein, and other true and valuable considerations, the receipt and sufficiency of which considerations are acknowledged by each party to the others, and enter into the following agreement.

A. This agreement supersedes all previous agreements between the parties to the extent that if there is a conflict between the provisions of this agreement and the provisions of any prior agreement the provisions of this agreement shall prevail and supersede the conflicting provisions in any previous agreement.

B. The employment agreement between YTB International, Inc. and Michael, pursuant to previous authorization at the Board of Directors of YTB International, Inc., is amended to be exactly identical to the employment agreements of Scott and Kim with YTB International, Inc. Further, Michael hereby relinquishes his 1/6th interest in YourTravelBiz.com, Inc. Rep position #1. Michael shall be entitled to receive when paid any unpaid Level 5 Director commissions earned to date by Rep position #1.

Scott and Kim hereby agree that Michael shall hereafter be the owner of an undivided 1/3 interest in their YTB Rep position #2, protected by the YourTravelBiz.com, Inc. Rep Bill of Rights, and shall be reflected in Michael’s employment agreement with YTB International, Inc. in the same manner as the identical interests in Rep position #2 are set forth in the employment contracts of Scott and Kim. The Tomer Group Directors, Lloyd, Scott and Kim, agree not to vote for the termination of the employment contracts of Michael or Derek for cause as to any past act or omission known by them to date or termination without cause, and only for cause in the future. Unless terminated for cause the employment contracts of Michael and Derek shall be renewed for one additional term of five (5) years when their current term expires.

C. Michael agrees to execute and deliver to YourTravelBiz.com, Inc., immediately upon execution of this agreement, his YourTravelBiz.com, Inc. Rep and Director Agreements which shall be identical to said agreements as heretofore executed and delivered to YourTravelBiz.com, Inc. by Scott and Kim, except that the Director Agreement provisions requiring participation in up to 20 YTB events shall not apply to Michael.

D. Each of Michael and Derek hereby appoints Lloyd, Scott and Kim (with full power of any of them to act alone), or a designee of any of them, with full power of substitution, proxy for Michael and Derek to vote or give consents with respect to all current and future shares of voting capital stock of YTB International, Inc. held by Michael or Derek, including with respect to any actions to be taken by written consent of stockholder, according to the number of votes that Michael or Derek could cast and with all powers that the undersigned would have with respect all business as may be submitted for consideration by the stockholders of YTB. This proxy is coupled with an interest, and shall be irrevocable.

E. The Brent Group hereby irrevocably grants, assigns and transfers all of it right, title and interest to The Tomer Group as regards the right of the Brent Group to nominate and remove members of the Board of Directors of YTB International, Inc.

F. The Tomer Group Directors shall vote in favor of an indemnification of Michael as regards his guarantee of the SBA loan (approx $270,000) owed by YTB International, Inc.

G. Nothing in this agreement is intended to modify by implication the rights of the subsidiaries of YTB International, Inc. to operate under the closing documents relating to the merger of December 19, 2004, and each subsidiary shall retain as its own working capital those funds currently in its accounts.

H. Michael, Derek and Darren hereby resign as Officers and Directors of YTB International, Inc. and its subsidiaries, save and except as Officers and Directors of Rezconnect Technologies, Inc. Michael’s and Derek’s current employment agreements shall be for consulting services to YTB International, Inc. in connection with the operations and their officerships of Rezconnect Technologies, Inc. and shall be paid by YTB International, Inc. Michael and Derek shall not receive separate or additional compensation from Rezconnect Technologies, Inc.

I. At the end of the employment agreement(s) of Michael and Derek each may, if resigned as officers and directors of Rezconnect Technologies, Inc. separately or jointly conduct a franchise and/or travel business so long they do not directly act in competition with YTB International, Inc. and its subsidiaries as to Network Marketing and as to Network Marketing offering a travel product, for a period of five years. It is agreed that Michael and Derek will not offer any program in Rezconnect Technologies or otherwise thereafter for five years in which a website to book travel is offered at a lower price than offer by YTB which is currently $49.95 per month, without the express prior written consent of YTB International, Inc.

J. This agreement and each of its provisions shall be binding upon the heirs, successors and assignees of each of the parties hereto and no modification of this agreement shall be binding upon a party unless in writing duly executed by all parties to this agreement. This agreement shall be construed, interpreted and enforced under the laws of the State of New York.

K. It is agreed that any stock options issued to Scott or Kim would be matched to Michael and Derek during the lifespan of the employment agreements and the renewal.

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Dated at Edwardsville, Illinois and Englewood Cliffs, New Jersey this 22nd day of November, 2006

/s/ J. Lloyd Tomer		/s/ Michael Y. Brent
J. Lloyd Tomer		Michael Y. Brent

/s/ J. Scott Tomer		/s/ Derek Brent
J. Scott Tomer		Derek Brent

/s/ J. Kim Sorensen		/s/ Darren Y. Brent
J. Kim Sorensen		Darren Y. Brent

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