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 REZCONNECT TECHNOLOGIES, INC.

560 SYLVAN AVENUE

(Street)

ENGLEWOOD CLIFFS

07632

(City)

(State)

(Zip)

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

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)
07/18/2007

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	07/18/2007		S		10,000	D	$4.32	5,190,658⁽¹⁾	D⁽¹⁾
Common Stock	07/19/2007		S		11,500	D	$4.3	5,179,158⁽¹⁾	D⁽¹⁾

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)

Explanation of Responses:

1. Of the shares reported in this row as beneficially owned by the Reporting Person, 699,998 shares are held by the Reporting Person individually and the remaining shares are held jointly by the Reporting Person and his spouse. The 699,998 shares held by the Reporting Person individually are restricted shares of the Issuer's common stock that were granted to the Reporting Person by the Issuer on January 2, 2007, of which 225,806 shares vested immediately on the grant date and the remaining 474,192 shares 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.

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	07/19/2007
	** 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.