SEC Info - YTB International, Inc. - ‘SC 13D’ on 1/18/05 re: YTB International, Inc.

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YTB International, Inc. – ‘SC 13D’ on 1/18/05 re: YTB International, Inc.

On: Tuesday, 1/18/05, at 11:17am ET · Accession #: 1177497-5-9 · File #: 5-55259

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/18/05  YTB International, Inc.           SC 13D                 1:26K  YTB International, Inc.           MKB Group Inc/FA

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Rezconnect Technologies Inc Sch 13D                   10     40K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, arrangements, understandings or relationships with respect Identity and Background Interest in Securities of the Issuer Material to be filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
5	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
6	Item 5. Interest in Securities of the Issuer
"	Item 6. Contracts, arrangements, understandings or relationships with respect
9	Item 7. Material to be filed as Exhibits

SC 13D 1st Page of 10 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
 Under the Securities Exchange Act of 1934

 REZconnect Technologies, Inc.
 -----------------------------
(Name of Issuer)

Common Stock, par value of $.001 per share
------------------------------------------
(Title of Class of Securities)

 297868101
 ---------
(CUSIP Number)

 Gerard S. DiFiore, Esq.
Reed Smith LLP
One Riverfront Plaza
Newark, New Jersey 07102
(p) 973.621.3179
(f) 973.621.3199
 (Name, Address and Telephone Number of Person Authorized to
 Receive Notices and Communications)
 -

December 8, 2004
----------------
 (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 because
of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]            

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.                                                  

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes.)                                                                         

SC 13D 2nd Page of 10 TOC 1st Previous Next ↓Bottom Just 2nd
CUSIP Number: 297868101                                                       
---------                                         

         1) Name of Reporting Person and S.S. or I.R.S.  Identification  Nos. of
Above Person:                                           

Name: Great River Enterprises, LP#1 ("Great River") (1) 
T.I.N.:  37-1391763                                     

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

          (a)                                                            [X]
          (b)                                                            [ ]

3) SEC Use Only                                               

       4) Source of Funds (See Instructions):                             00

     5) Check if Disclosure of Legal Proceedings is Required Pursuant to
          Items 2(d) or 2(e)                                             [ ]

                                                        [Enlarge/Download Table]


 6) Citizenship or Place of Organization:  Illinois                                      

                                                                                         
  Number of                   (7)      Sole Voting Power:                  179,700 (2)   
  Shares Beneficially         (8)      Shared Voting Power              16,665,996 (3)   
  Owned by Each               (9)      Sole Dispositive Power:             179,700 (2)   
  Reporting Person With      (10)      Shared Dispositive Power                  0       

11) Aggregate  Amount  Beneficially  Owned by Each  Reporting  Person:                   
                                                                        16,845,696(3)(4).

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares                    
    (See Instructions)                                             [ ]                   

13) Percent of Class Represented by Amount in Row (11):                      72.8%(3)(4) 
--                                                ---                        ----        

     14) Type of Reporting Person (See Instructions):                   PN

(1)     J. Lloyd Tomer is the sole  stockholder of a corporation that is the    
      general  partner of Great River,  a  partnership  that owns the shares
being reported.                                                 

(2)     This number includes: (i) 79,700 shares of Issuer's common stock, $.001 
       par value per share (the "Common  Stock") r/n/o J. Lloyd Tomer 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.                   

(3)     This number includes the following shares of stock held by Great River: 
       (i) 3,947,559  shares of Common Stock and (ii) 2,174,279  shares of the
       Issuer's  Series B Convertible  Preferred Stock ("Series B Stock") that
       are  convertible  on a one for one basis for Common Stock.  This number
       also includes  10,544,158  shares of Common Stock and Series B Stock of
       which Great River may be deemed to be the beneficial  owner pursuant to
       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  full  explanation  of  the  Stockholders'  Agreement.   Great  River
       disclaims beneficial ownership of 10,544,158 shares of Common Stock and
Series B Stock that are subject to the Stockholders' Agreement. 

(4)     This number  includes 79,700 shares of Common Stock held directly by J. 
       Lloyd Tomer and  non-qualified  stock options to purchase up to 100,000
       shares of Common  Stock;  all of which are not subject to the terms and
conditions of the Stockholders' Agreement.                      

2 

SC 13D 3rd Page of 10 TOC 1st Previous Next ↓Bottom Just 3rd
CUSIP Number: 297868101                                                         
---------                                           

         1) Name of Reporting Person and S.S. or I.R.S.  Identification  Nos. of
Above Person:                                           

Name: J. Kim Sorensen                                   
Social Security No.: 325-42-3100                        

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

          (a)                                                            [X]
          (b)                                                            [ ]

3) SEC Use Only                                               

      4)       Source of Funds (See Instructions):                      00

     5) Check if Disclosure of Legal Proceedings is Required Pursuant to
                Items 2(d) or 2(e)                                       [ ]

                                                        [Enlarge/Download Table]


 6) Citizenship or Place of Organization: U.S. Citizen                                  

                                                                                        
  Number of                   (7)       Sole Voting Power:                 158,799(1)   
  Shares Beneficially         (8)      Shared Voting Power              16,665,996(2)   
  Owned by Each               (9)      Sole Dispositive Power:             158,799(1)   
  Reporting Person With      (10)     Shared Dispositive Power                   0      

11) Aggregate Amount Beneficially Owned by Each Reporting Person:                       
                                                                        16,824,795(2)(3)

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares                   
    (See Instructions)                                             [ ]                  

13) Percent of Class Represented by Amount in Row (11):                     72.6%(2)(3) 
                                                                            ----        

     14) Type of Reporting Person (See Instructions):                   IN

(1)     This number  includes:  (i) 23,799  shares of common  stock,  $.001 par 
       value per share  ("Common  Stock")  which  are 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  and  non-qualified  stock  options  to
       purchase up to 35,000  shares of Common  Stock at a per share  exercise
    price of $2.00 (collectively referred to as the "Sorensen Options").

(2)     This number  includes the  following  number of shares of stock held by 
       Mr.  Sorensen:  (i)  1,393,125  shares of common stock and (ii) 767,321
       shares of Series B Convertible  Preferred Stock ("Series B Stock") that
       are  convertible  on a one for one basis for Common Stock.  This number
       also includes  14,505,550  shares of Common Stock and Series B Stock of
       which Mr. Sorensen may be deemed to be the beneficial owner pursuant to
       the Stockholders'  Agreement dated December 8, 2004 (the "Stockholders'
       Agreement")  by and among  Michael  Brent,  Derek  Brent,  Great  River
       Enterprises,  LP #1, J. Scott Tomer and Mr. Sorensen. See Items 4 and 6
       for a full  explanation of the  Stockholders'  Agreement.  Mr. Sorensen
       disclaims beneficial ownership of 14,505,550 shares of Common Stock and
Series B Stock that are subject to the Stockholders' Agreement. 

(3)     This number  includes  23,799 shares of Common Stock held jointly by J. 
       Kim  Sorensen  and his spouse and the  135,000  shares of Common  Stock
       underlying Sorensen Options;  all of which are not subject to the terms
and conditions of the Stockholders' Agreement.                  

3 

SC 13D 4th Page of 10 TOC 1st Previous Next ↓Bottom Just 4th
CUSIP Number: 297868101                                                         
---------                                           

         1) Name of Reporting Person and S.S. or I.R.S.  Identification  Nos. of
Above Person:                                           

Name: J. Scott Tomer                                    
Social Security No.:  318-54-2127                       

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

          (a)                                                            [X]
          (b)                                                            [ ]

3) SEC Use Only                                               

      4) Source of Funds (See Instructions):                            00

     5) Check if Disclosure of Legal Proceedings is Required Pursuant to
          Items 2(d) or 2(e)                                             [ ]

                                                        [Enlarge/Download Table]


 6) Citizenship or Place of Organization: U.S. Citizen                                    

                                                                                          
 Number of                    (7)     Sole Voting Power:                    135,000(1)    
 Shares Beneficially          (8)     Shared Voting Power                16,665,996(2)    
 Owned by Each                (9)     Sole Dispositive Power:               135,000(1)    
 Reporting Person With       (10)     Shared Dispositive Power                    0       

11)  Aggregate  Amount  Beneficially  Owned by Each  Reporting  Person:                   
                                                                         16,800,996(2)(3).

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares                     
    (See Instructions)                                             [ ]                    

13) Percent of Class Represented by Amount in Row (11):                       72.5%(2)(3) 
                                                                              ----        

     14) Type of Reporting Person (See Instructions):                   IN

(1)     This  number  includes  non-qualified  stock  options to purchase up to 
       100,000  shares of Common Stock at a per share  exercise price of $1.00
       and  non-qualified  stock  options to purchase  up to 35,000  shares of
       Common  Stock at a per  share  exercise  price  of $2.00  (collectively
referred to herein as the "Tomer Options").                     

(2)     This number  includes  the  following  shares of stock held by J. Scott 
       Tomer: (i) 1,393,125 shares of common stock,  $.001 par value per share
       ("Common  Stock")  and (ii)  767,321  shares  of  Series B  Convertible
       Preferred  Stock  ("Series B Stock") that are  convertible on a one for
       one basis for Common Stock. This number also includes 14,505,550 shares
       of Issuer  Common  Stock and Series B Stock of which J. Scott Tomer may
       be deemed to be the  beneficial  owner  pursuant  to the  Stockholders'
       Agreement dated December 8, 2004 (the "Stockholders' Agreement") by and
       among Michael Brent, Derek Brent,  Great River  Enterprises,  LP #1, J.
       Kim Sorensen and Mr. Tomer. See Items 4 and 6 for a full explanation of
       the  Stockholders'  Agreement.  J.  Scott  Tomer  disclaims  beneficial
       ownership of 14,505,550  shares of Common Stock and Series B Stock that
are subject to the Stockholders' Agreement.                     

(3)     This number  includes  135,000  shares of Common Stock  underlying  the 
      Tomer Options which are not subject to the terms and conditions of the
Stockholders Agreement.                                         

4 

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Item 1.    Security and Issuer                                                  
-------------------                                       

         This  Statement of Beneficial  Ownership  (the  "Original  Statement"),
relates to the common stock,  par value of $.001 per share ("Common  Stock") and
Series B  Convertible  Preferred  Stock,  $.001 par value per share  ("Series  B
Stock") of REZconnect Technologies, Inc., a New York corporation (the "Issuer"),
whose principal  executive offices are 560 Sylvan Avenue,  Englewood Cliffs, New
Jersey 07632. This Original Statement is being filed by Great River Enterprises,
LP #1 ("Great River"), J. Kim Sorensen ("Sorensen") and J. Scott Tomer ("Tomer")
(collectively Great River, Sorensen and Tomer shall be referred to herein as the
"Reporting Parties" and each a "Reporting Party") in connection with the receipt
by the  Reporting  Parties  of Common  Stock and Series B Stock of the Issuer as
consideration for the merger transaction set forth below.                       

Item 2.    Identity and Background                                              
-----------------------                                   

    (a) Name                                 Great River Enterprises, LP#1
                               J. Kim Sorensen
                              J. Scott Tomer

       (b) Address for all Reporting Parties    200 West Third Street- Suite 600
                                     Alton, Illinois 62002

(c) Title                                Great River -  None(5)   
                                    Sorensen - Treasurer
                                 Tomer - President

(d) Conviction                           No                       

(e) Civil Proceedings                    No                       

       (f)                                      Great River - formed in Illinois
                                       Sorensen - U.S. Citizen
                                    Tomer - U.S. Citizen

 (5) Great River holds no title,  but J. Lloyd Tomer is Chairman of the Board of
Directors of the Issuer.                                                        

Item 3.    Source and Amount of Funds or Other Consideration                    
-------------------------------------------------         

         Pursuant to a stock for stock merger,  the Reporting  Parties  received
Common  Stock and Series B Stock in exchange  for all of their  shares of common
stock, no par value ("YTB Common Stock"),  of  Yourtravelbiz.com,  Inc. ("YTB").
The terms of the Merger are described in more detail in Item 4 below.           

Item 4.    Purpose of Transaction                                               
----------------------                                    

         Pursuant to the Merger and Stock Exchange Agreement dated September 17,
2004,  as amended  November 19, 2004 (the "Merger  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 Stock in exchange for

5 

SC 13D 6th Page of 10 TOC 1st Previous Next ↓Bottom Just 6th
all of the  outstanding  YTB  Common  Stock.  As a  result  of the  merger  (the
"Merger"),  the  stockholders  of YTB  acquired  slightly  more  than 50% of the
outstanding Common Stock of the Company (assuming the conversion of the Series B
Stock into Common Stock).  Each share of Series B Stock is convertible  into one
share of Common  Stock,  subject to  adjustment,  and has voting rights on an as
converted  basis.  The number of people sitting on the board of directors of the
Issuer (the  "Board") has now changed to include the  Reporting  Parties  and/or
their designee, all as described in Item 5 below.                               

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  are  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 Merger Agreement,  the Reporting Parties, along with
certain  principal  stockholders  of the Issuer,  entered  into a  stockholders'
agreement (the "Stockholders'  Agreement") which addressed corporate  governance
of the Issuer and  related  issues  following  the  closing of the  Merger.  The
Stockholders' Agreement consisted of the following two groups: (i) Michael Brent
and Derek Brent  (constituting  on the one hand the "Brent  Group") and (ii) the
principal  stockholders of YTB consisting of Reporting Parties  (constituting on
the other hand the "Tomer Group").  The substantive  terms of the  Stockholders'
Agreement are as follows and all capitalized  terms not otherwise defined herein
have the meanings given them in the Stockholders' Agreement:                    

Number  of  Directors:  The  Issuer  will be  governed  by a Board of  Directors
initially  consisting  of six (6)  members.  Within  ninety  (90) days after the
Closing of the Merger  (unless such date is mutually  extended by the parties to
this  Agreement),  the Board of Directors shall be increased to nine (9) members
in  order  to  add  the  Tomer  Group  Independent  Director,  the  Brent  Group
Independent  Director  and the  Outside  Independent  Director,  as each term is
defined  below.  The number of Board  members may not be  increased or decreased
except as provided for in the Stockholders' Agreement.                          

6 

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Nomination  and  Election  of  Directors:   For  so  long  as  the  Tomer  Group
beneficially owns at least 20% of the shares of Common Stock held by them on the
date the  Stockholders'  Agreement  was  executed,  they  shall be  entitled  to
nominate and have elected three (3)  directors  acceptable to them in their sole
discretion (the "Tomer Group Directors"); and one (1) director (the "Tomer Group
Independent   Director")   who  must  satisfy  the  standards  of   independence
established by the American  Stock  Exchange or such other  national  securities
exchange or interdealer  quotation  system on which the Issuer's common stock is
listed or traded (the "Exchange").  For so long as the Brent Group  beneficially
owns at least 20% of the  shares of  Common  Stock  held by them on the date the
Stockholders'  Agreement  was  executed,  they shall be entitled to nominate and
have elected  three (3) directors  acceptable  to them in their sole  discretion
(the  "Brent  Group  Directors");   and  one  (1)  director  (the  "Brent  Group
Independent   Director")  who  shall  satisfy  the  standards  of   independence
established by the Exchange.  The Tomer Group Independent Director and the Brent
Group  Independent  Director  shall  select  one (1)  additional  director  (the
"Outside  Independent  Director") who must satisfy the standards of independence
established by the Exchange.                                                    

Certain Actions  Requiring  Majority  Stockholder  Approval:  For so long as the
Brent Group and the Tomer Group shall  collectively  own shares  constituting at
least 20% of the Common Stock then  outstanding,  without either:  (A) the prior
unanimous vote of the Brent Group  Directors and the Tomer Group  Directors;  or
(B) the prior  affirmative  vote of at least 75% of the  shares of Common  Stock
then  beneficially   owned  by  the  Tomer  Group  and  the  Brent  Group  taken
collectively  (either of (A) or (B) being referred to as a "Majority Vote"), the
Issuer shall not, and the Brent Group  Directors  and the Tomer Group  Directors
shall  use their  respective  best  efforts  to  preclude  the  Issuer  and each
subsidiary of the Issuer,  whether  directly or indirectly,  from taking certain
enumerated actions, including but not limited to:                               

         (i)      any form of stock issuance;  purchase or otherwise acquire any
significant business or assets;             

         (ii)     sell, lease assign or otherwise  transfer all or substantially
                  all of the Issuer's assets;  enter into any agreement or cause
                  or  permit  the  Issuer  or a  subsidiary  to  enter  into any
                  agreement for a merger, consolidation,  sale or dissolution of
the Issuer and/or any subsidiary;           

        (iii)     amend,   modify,   alter  or  repeal  the   Issuer's   or  any
     subsidiary's Articles of Incorporation or Bylaws;

         (iv)     effect any public  offering of the Issuer's or a  subsidiary's
securities;                                 

         (v)      amend or  modify  the  terms of the  Stockholders'  Agreement;
                  alter the size or composition of the Board of Directors of the
Issuer;                                     

         (vi)     or incur debt or guarantee any third party  obligations  in an
amount above $50,000.                       

7 

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Removal  of  Directors:  Except  as  otherwise  provided  in  the  Stockholders'
Agreement,  each  party to the  Stockholders'  Agreement  agrees not to take any
action or to cause the  Issuer to take any  action to  remove,  with or  without
cause,  any director of the Issuer.  Notwithstanding  the  foregoing,  the Brent
Group and/or the Brent Group  Directors at all times have the right to recommend
the removal,  with or without cause,  of the Brent Group Directors and the Brent
Group  Independent  Director;  and the Tomer Group and the Tomer Group Directors
have the right to recommend  the removal,  with or without  cause,  of any Tomer
Group Director and the Tomer Group Independent  Director.  If the removal of any
director  is  recommended  as provided in the  Stockholders'  Agreement,  then a
special  meeting of  stockholders  is  required to be held (or action by written
consent without a meeting),  for the purpose of removing such director, and each
of the parties to Stockholders'  Agreement agree to vote all of their respective
shares (or to execute a written  consent in respect of all such  shares) for the
removal of such director.                                                       

Vacancies: At any time a vacancy exists on the Board of Directors, the remaining
directors (if any)  representing the Brent Group or Tomer Group whose Board seat
is vacant  shall have the right to  designate  and elect the person to fill such
vacancy.  If no directors  representing such respective group remain as a result
of such vacancy,  the Brent Group or Tomer Group, as applicable,  shall have the
right to designate and elect the person to fill such vacancy.  The Stockholders'
Agreement also provides that to the extent required by law, (i) all directors on
the Board and (ii) all  holders of shares who are  parties to the  Stockholders'
Agreement, are required to vote in favor of electing such designated director to
fill the vacancy.                                                               

Covenant to Vote: Each of the parties to the  Stockholders'  Agreement agrees to
vote,  in person  or by  proxy,  all of the  shares  beneficially  owned by such
stockholder,  at any annual or special  meeting  of  stockholders  of the Issuer
called for the purpose of voting on the election of  directors or by  consensual
action of  stockholders  without a  meeting  with  respect  to the  election  of
directors,  in favor of the election of the  director(s)  nominated by the Brent
Group and the Tomer Group, respectively,  as the case may be, in accordance with
the  Stockholders'  Agreement.  Each  party to the  Stockholders'  Agreement  is
required to vote the shares owned by such party and shall take all other actions
necessary to ensure that the Issuer's  Articles of Incorporation  and By-Laws do
not at any time conflict with the provisions of the Stockholders' Agreement.    

Quorum: No action shall be taken at any meeting of the Board of Directors of the
Issuer,  except for the  adjournment of such meeting,  unless at least two Tomer
Group  Directors;  two  Brent  Group  Directors  (and  once  of the  Independent
Directors  have  been  identified  and  elected)  at least  one (1)  Independent
Director shall be present. For purposes of a quorum, any director may be present
at any  meeting  in person,  by means of  telephone  or  similar  communications
equipment  by means of which each person  participating  in the meeting can hear
and speak to each other or, to the extent  permitted  under  applicable  law, by
proxy or by  nominee  director.  No  action  shall be  taken at any  meeting  of
stockholders  of the  Issuer  unless a majority  of the  shares of Common  Stock
beneficially owned by the Tomer Group and the Brent Group are represented at the
meeting, in person or by proxy.                                                 

Committees of the Board: The Board shall appoint such  committees,  including an
audit  committee and a compensation  committee,  as shall be  permissible  under
Section 712 of the  Business  Corporation  Law of the State of New York (or such

8 

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successor  provisions  of the Delaware  General  Corporation  Law  following the
Issuer's  planned  reincorporation  into Delaware) and the rules of the Exchange
and as the Board shall deem reasonable and necessary and as shall be required by
the Exchange.  Unless Exchange rules shall otherwise  require and subject to the
formation  and  composition  of the  Subsidiary  Committees  (as  defined in the
Stockholders'  Agreement),  at least half of the  members of any such  committee
shall be comprised of Tomer Group Directors, provided, that if the Board creates
an  executive  committee,  one member of such  committee  must be a Brent  Group
Director.                                                                       

Amendment of the By-Laws:  As one of the closing  conditions for the Merger, the
Board of Directors amended the By-Laws of the Issuer to create committees of the
Board ("Subsidiary Committees") which will have the authority to vote all of the
shares  of  common  stock of the  respective  subsidiaries  held by the  Issuer.
Specifically,  the member of each  Subsidiary  Committee will have the following
make-up: YourTravelBiz.com, Inc (two Tomer Group and two Brent Group Directors);
REZconnect Technologies, Inc. (three Brent Group and two Tomer Group Directors);
and Your Travel Network,  Inc. (two Brent Group and two Tomer group Directors as
well as one Outside Independent Director).  Upon the Issuer's Board of Directors
being  increased to nine (9) members  including the  appointment  of the Outside
Independent  Director,  the Board of Directors of the YTB Travel  Network,  Inc.
subsidiary  will be  increased  to five (5) members and the Outside  Independent
Director will be appointed to serve on such Board.                              

Item 7.    Material to be filed as Exhibits                                     
--------------------------------                          

Number    Description                                                           
------    -----------                                                           
99.1      Amended Merger and Stock Exchange Agreement dated November 19, 2004   
99.2      Stockholders' Agreement dated December 8, 2004                        

SIGNATURE                                                                       

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
accurate.                                                                       

Great River Enterprises, LP #1                                                  

By:                                                                             
---------------------------------                                         
J. Lloyd Tomer, Authorized Person                                         

------------------------------------                                            
J. Scott Tomer, Individually                                                    

------------------------------------                                            
J. Kim Sorensen, Individually                                                   

Dated:  January 18, 2005                                                        

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 EXHIBIT INDEX

Number    Description                                                           
------    -----------                                                           
99.1      Amended Merger and Stock Exchange Agreement dated November 19, 2004*  
99.2      Stockholders' Agreement dated December 8, 2004*                       

*Previously filed by the Issuer as an Exhibit on Form 8-K, on December 14, 2005.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

	12/14/05	10
Filed on:	1/18/05	9
	12/8/04	1	10	3, 8-K, 8-K/A
	11/19/04	5	10	8-K
	9/17/04	5		8-K/A
				List all Filings

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Filing Submission 0001177497-05-000009 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

YTB International, Inc. – ‘SC 13D’ on 1/18/05 re: YTB International, Inc.

On: Tuesday, 1/18/05, at 11:17am ET · Accession #: 1177497-5-9 · File #: 5-55259

General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents