Sec Form 4 - Brent Michael - Ytb International Inc.

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Brent Michael - Ytb International Inc. - For 12/06/07

About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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The following is an SEC EDGAR document rendered as filed.
Here is the list of insider trading transaction codes.

FORM 4

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Brent Michael

2. Issuer Name and Ticker or Trading Symbol
YTB International, Inc. [ YTBLA.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

(Last)

(First)

(Middle)

C/O REZCONNECT TECHNOLOGIES, INC., 560 SYLVAN AVENUE

3. Date of Earliest Transaction (MM/DD/YY)
12/04/2007

(Street)

ENGELWOOD CLIFFS, NJ 07632

4. If Amendment, Date Original Filed(MM/DD/YY)

6. Individual or Joint/Group Filing(Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

**Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned**
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	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 (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	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)
Class A Common Stock ^{( 1 )}	12/04/2007		S		14,489	D	$ 1.25	14,046,813 ^{( 2 )} ^{( 3 )} ^{( 4 )}	D ^{( 2 )} ^{( 3 )} ^{( 4 )}
Class A Common Stock ^{( 1 )}	12/05/2007		S		17,811	D	$ 1.25	14,029,002 ^{( 2 )} ^{( 3 )} ^{( 4 )}	D ^{( 2 )} ^{( 3 )} ^{( 4 )}
Class A Common Stock ^{( 1 )}	12/06/2007		S		6,000	D	$ 1.22	14,023,002 ^{( 2 )} ^{( 3 )} ^{( 4 )}	D ^{( 2 )} ^{( 3 )} ^{( 4 )}

**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 (MM/DD/YY)	3A. Deemed Execution Date, if any (MM/DD/YY)	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 (MM/DD/YY)		7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (right to buy) ^{( 5 )}	$ 0.58							04/29/2007	04/29/2010	Class A Common Stock ^{( 1 )}	112,500		112,500	D

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Brent Michael C/O REZCONNECT TECHNOLOGIES, INC. 560 SYLVAN AVENUE ENGELWOOD CLIFFS, NJ 07632		X		SEE REMARKS

**Signatures**
/s/ Michael Y. Brent		12/06/2007
^** Signature of Reporting Person		Date

Explanation of Responses:

( 1 )The Issuer has two classes of common stock, Class A Common Stock and Class B Common Stock. The two classes of common stock are identical in all respects except as to voting power, as shares of Class A Common Stock are entitled to one-tenth vote per share, and shares of Class B Common Stock, one vote per share, on all matters submitted to a vote of the Issuer's stockholders. Because shares of Class B Common Stock automatically convert into Class A Common Stock on a one-for-one basis upon sale or other disposition (with the exception of transfers among related entities, transfers to trusts for the benefit of the transferring holder of the Class B Common Stock, bona fide pledges under financing arrangements and similar transfers), the Reporting Person has included all shares of Class B Common Stock that he holds in calculating and reporting the total number of shares of Class A Common Stock that he holds throughout this Form 4.
( 2 )The number of shares of Class A Common Stock reflected in this row includes shares of the Issuer's Class B Common Stock held by the Reporting Person, which automatically convert into Class A Common Stock on a one-for-one basis upon sale or other disposition. The shares reported in this row are beneficially owned jointly by the Reporting Person and his spouse.
( 3 )The number of shares of Class A Common Stock reflected in this row includes 2,099,994 restricted shares of the Issuer's common stock that were granted to the Reporting Person and his spouse by the Issuer on January 2, 2007 (of which 699,998 shares were originally granted and an additional 1,399,996 shares were issued subsequently as a result of the reclassification and 3 for 1 stock split involving the Issuer's common stock (the "Reclassification")). (Continued to Footnote 5)
( 4 )(Continued from Footnote 4) Of such 2,099,994 shares, 677,418 shares vested immediately on the grant date (225,806 shares prior to the Reclassification) and the remaining 1,422,576 shares (474,192 prior to the Reclassification) will vest in four equal installments of 355,644 shares each (118,548 shares each prior to the Reclassification), 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.
( 5 )The Reporting Person has not engaged in any reportable transactions with respect to the derivative securities of the Issuer reported in this row and is including his ownership of these securities for informational purposes only in this Form 4.

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.

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).

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