SEC FORM 4/A

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^*

Tomer J Scott

(Last)

(First)

(Middle)

C/O YTB INTERNATIONAL, INC.

1901 EAST EDWARDSVILLE ROAD

(Street)

WOOD RIVER

62095

(City)

(State)

(Zip)

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

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

X	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	Chief Executive Officer		See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/01/2007

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	01/02/2007		A⁽¹⁾⁽²⁾		699,998	A	$0⁽¹⁾⁽²⁾	2,870,119⁽³⁾	D
Common Stock	01/03/2007		M⁽⁴⁾		100,000	A	$1	2,970,119⁽³⁾	D
Common Stock								100,000⁽⁵⁾	I	By Spouse⁽⁵⁾

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	01/03/2007		M⁽⁴⁾			100,000	12/02/2004	01/26/2007	Common Stock	100,000	$0	0	D

Explanation of Responses:

1. The transaction being reported in this row involves the grant by the Issuer to the Reporting Person of 699,998 restricted shares of the Issuer's common stock in consideration of the outstanding contributions made by the Reporting Person to the Issuer as a sales director with respect to the Issuer's products and services. 225,806 of such shares vested immediately on the grant date, while the remaining 474,192 shares have not yet vested for the Reporting Person and will vest in four equal installments of 118,548 shares each (upon the first four anniversaries of the grant date) only upon the achievement of certain specified performance goals by the Reporting Person, as detailed in a restricted stock award agreement by and between the Issuer and the Reporting Person, dated as of January 2, 2007.

2. The transaction being reported in this row was inadvertently omitted from the original Form 4 (the "Original Form 4") filed on February 1, 2007 by the Reporting Person in which the Reporting Person reported the other transaction reported herein (an exercise of options to purchase 100,000 shares of the Issuer's Common Stock).

3. This number of shares reflect a reduction-- in an amount of 25,000 shares-- in the number of shares being reported as held by the Reporting Person relative to the Original Form 4 (after factoring in the acquisition of the shares being reported in this amended Form 4), as the Reporting Person has reviewed the records of his share ownership and has concluded that the total number of shares of Common Stock reported as beneficially held by him in the Original Form 4 was inadvertently overstated by 25,000 shares.

4. This number of shares reflect a reduction-- in an amount of 25,000 shares-- in the number of shares being reported as held by the Reporting Person relative to the Original Form 4 (after factoring in the acquisition of the shares being reported in this amended Form 4), as the Reporting Person has reviewed the records of his share ownership and has concluded that the total number of shares of Common Stock reported as beneficially held by him in the Original Form 4 was inadvertently overstated by 25,000 shares.

5. Such 100,000 shares are held by the Reporting Person's spouse, and were inadvertently omitted from the Original Form 4. The Reporting Person's spouse has not engaged in any reportable transactions with respect to such shares, and the Reporting Person is including his spouse's ownership of these shares for informational purposes only in this amended Form 4. The Reporting Person disclaims beneficial ownership with respect to all such shares.

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 the Reporting Person and other stockholders of the Issuer that together own a significant percentage of the Issuer's outstanding Common Stock, pursuant to which the Reporting Person shares voting power over additional shares subject to the voting arrangements thereunder. In addition, as a result of the grant, on November 22, 2006, to the Reporting Person and other members of the Reporting Person's Section 13(d) group of an irrevocable proxy with respect to an additional 5,953,016 shares of the Issuer's Common Stock (along with shares acquired thereafter by the granting parties), the Reporting Person directly shares voting power with respect to such additional shares. The Reporting Person does not possess a pecuniary interest with respect to any such shares, however, and has therefore not reported them in this amended Form 4.

	/s/ J. Scott Tomer	03/01/2007
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.