SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Brent Michael

(Last)

(First)

(Middle)

C/O YTB INTERNATIONAL, INC.

ONE COUNTRY CLUB VIEW DRIVE

(Street)

EDWARDSVILLE

62025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
YTB International, Inc. [ YTBLE.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See remarks

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/26/2006		F⁽¹⁾		100,000	D	$2⁽²⁾	4,809,532	D⁽³⁾
Common Stock	11/26/2006		M		200,000	A	$1⁽⁴⁾	5,009,532	D⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (right to buy)	$1⁽⁴⁾	11/26/2006		M			200,000	11/26/2001	11/26/2006	Common Stock	200,000	$0	0	D

Explanation of Responses:

1. The transaction reported in this row reflects the surrender to the Issuer of 100,000 shares of the Issuer's Common Stock in payment of the exercise price for the exercise of the 200,000 options that is reported in the following row of Table I.

2. The Reporting Person did not receive any cash consideration for the surrender to the Issuer of the 100,000 shares of the Issuer's Common Stock reported in this row, but instead utilized the $2.00 per share fair market value accorded to such shares by the Issuer as consideration for the payment of the exercise price for the 200,000 shares acquired as reported in the following row.

3. All shares reported in this row as beneficially owned are held jointly by the Reporting Person and his spouse.

4. The exercise price of the options by which the 200,000 shares were acquired by the Reporting Person was $1.00 per share. However, as permitted under the option agreement, the Reporting Person, in lieu of paying cash, surrendered for cancellation shares of the Issuer's Common Stock having a fair market value (as of the exercise date) equal to the aggregate exercise price of the options as consideration for the exercise thereof.

Remarks:

The Reporting Person is a member of a Section 13(d) group and a party to a certain Stockholders' Agreement, dated as of December 8, 2004, by and among certain stockholders of the Issuer that together own a significant percentage of the Issuer's outstanding Common Stock. On November 22, 2006, the Reporting Person granted an irrevocable proxy with respect to all shares of the Issuer's Common Stock now held or hereafter acquired by him to other parties to such Stockholders' Agreement. However, because the Reporting Person continues to possess a pecuniary interest with respect to all shares that he holds, he has reported such holdings on this Form 4.

	/s/ Michael Y. Brent	12/13/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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