SecProbe.io

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Mail Stop 3-5

      March 22, 2005

By U.S. Mail and Facsimile

Michael Y. Brent
Chief Executive Officer and Director
YTB International, Inc.
560 Sylvan Avenue, Suite 300
Englewood Cliffs, New Jersey  07632

Re:	YTB International, Inc.
      Registration Statement on Form S-3
	Filed February 22, 2005
	File No. 333-122936

	Preliminary Information Statement on Schedule 14C
	Filed January 24, 2005, as revised February 25, 2005

      Form 10-KSB for the fiscal year ended December 31, 2004
      Filed February 23, 2005, as amended February 25, 2005
      Form 8-K filed December 14, 2004, January 7, 2005 and
January
26, 2005
      File No. 0-18412

Dear Mr. Brent:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Form S-3
1. It appears that you do not meet the requirements for
transaction
requirement no. 3 for Form S-3.  Revise to file on the appropriate
form.

Amendment no. 1 to Schedule 14C filed February 25, 2005

General
2. Revise the information statement to include the information
required by Item 14.  Alternately, information contained in the
10-
KSB can be specifically incorporated by reference since it is
being
delivered along with the information statement.
3. We note that your Form 10-K disclosure indicates that the
merger
related issuance of stock to YTB Stockholders was exempt from
registration pursuant to Section 4(2) of the Securities Act of
1933.
Tell us the exemption from registration on which you relied to
issue
the Exchange Stock to YTB in connection with the Merger
Transaction.
In your response, set forth the detailed facts and the legal bases
supporting your reliance on the exemption.

Proposal I Ratification of the Merger of YTB and the Company,
Including Issuance of Common and Preferred Shares to YTB
Stockholders, page 6
4. It is inappropriate to disclaim responsibility for the
disclosure
information you provide in the Schedule 14C.  Please remove any
references indicating that you assume no responsibility for the
accuracy or completeness of any such information contained in the
Information Statement.  See Rule 14c-6 of Regulation 14C; Rule
14a-9
of Regulation 14A.

Change in Control, page 6
5. We note that you filed a Schedule 14-F Change of Control
Information Statement in November 2004, and that in it you
disclosed
changes to the number of directors as a result of the merger
transaction.  Since it appears that changes were made to your
charter
or bylaws as a result, please provide a separate disclosure
section
describing the reasons why you chose to fix the number of
directors
at six.  See Item 12 of Regulation 14-A.

Existing Board of Directors; Board Members and YTB Designees, page
6
6. State the quorum required for an annual meeting of
shareholders.
Confirm to us whether or not this quorum has changed as a result
of
the reincorporation in Delaware.

Proposal 2:  Ratification of Reincorporation in Delaware
Concurrently
Increasing Authorized Common to 50MM (from 20MM) and changing the
Company`s Name to YTB International, Inc., page 9
7. To the extent any of your charter or bylaw provisions have
changed
as a result of the reincorporation in Delaware and an applicable
authority would require a shareholder vote on such provision if it
were presented separately, you must provide a separate proposal
detailing each change.  For ease of reference, you should provide
a
separate section that provides a side-by-side comparison of the
New
York versus Delaware provisions of your charter or bylaws.  See
the
Fifth Supplement, September 2004 to the Division of Corporation
Finance Manual of Publicly Available Telephone Interpretations
available on our website.  See also Item 12 of Schedule 14A.
8. We note your disclosure indicating that there are certain
differences between New York Law and Delaware law relating to the
ability of the directors to grant options to employees, officers
and
directors without shareholder approval.  You also make a brief
reference to the following differences: the procedure and
requisite
vote for taking corporate action without a meeting and for
approving
certain corporate changes; mergers and asset sales; and procedural
and substantive differences related to indemnification of officers
and directors.  Please amend disclosure to provide the following:
Disclose whether your charter or bylaws presently contain other
provisions having an anti-takeover effect.  Amend disclosure to
discuss the advantages and disadvantages of any proposals that
have
an anti-takeover effect.
Disclose whether management intends to propose, or is considering
other anti-takeover measures in future proxy solicitations.
9. If true, balance disclosure to indicate that the proposals you
make could make the accomplishment of a given transaction more
difficult even if it is favorable to the interests of
shareholders.
10. Tell us whether the governance proposals are the result of
management`s knowledge of any specific effort to accumulate your
securities or to obtain control of the issuer by means of a
merger,
tender offer, solicitation in opposition to management or
otherwise.
Explain why you are proposing these changes at this time.  If the
measures you propose are not the result of any specific effort,
provide disclosure to that effect.

Principal Features of Reincorporation in Delaware, page 10
11. Provide a separate proposal and disclosure section on the
increase of your authorized common shares to 50 million from 20
million.  See Item 1 of Schedule 14C; Item 11 of Regulation 14-A;
and
Note A of Schedule 14A.

Federal Income Tax Consequences of the Reincorporation, page 20
12. We believe you are not licensed to practice tax law.  Please
attribute the tax consequences to an attorney or law firm and
disclose that they consent to be named.

Beneficial Ownership Table, page 23
13. Please fill in the blanks in the next amendment.

Form 10-KSB for the fiscal year ended December 31, 2004

General
14. In your next amended report, please update all certifications
to
comply with Sections 302 and 906 of Sarbanes-Oxley.  See Item
601(b)(31) and (32) of Regulation S-B.

Part I
Management`s Discussion and Analysis, page 6
Results of Operations, page 8
15. The table on this page purports to present the percentage
relationship of the items indicated to total revenues.  But it is
not
clear what the percentages in the table actually represent.  For
example, "New RTA Sales" is 6.0%, "General and administrative
expenses" is 32.1%, and "Net Loss" is 6.4% as a percentage of
total
revenues based on amounts reported on the statement of operations.
Also, "General and administrative expenses" is 30.1% of total
operating expenses as reported on the statement of operations.
Please reconcile all of the percentages presented to the statement
of
operations based on the indicated relationship and revise as
necessary, or clarify the relationship that is presented within
the
table.

Operating Expenses, page 9
16. Please disclose why commissions expense was incurred in 2004
but
not in 2003, and the reason for the amount thereof in 2004.  If a
trend is represented, disclose the anticipated impact.
17. Based on the amounts reported in your historical statements of
operations, it appears that the cost of travel services and
products
has decreased rather than increased in 2004 from 2003.  Please
revise
your disclosure to address this variance, or explain to us why
your
disclosure is appropriate.  Similarly revise to conform the
disclosure regarding cost of travel revenues at the end of the
first
paragraph under "Variability of Results" on page 10 as necessary.
18. Please revise your disclosure on general and administrative
expenses to discuss the change of $410,000 as derived from the
amounts reported in the historical financial statements.  Also, it
appears that the amounts disclosed as a percentage of total
revenues
do not agree to the amounts reported in the historical financial
statements, so revise as appropriate.  Separately discuss the pro
forma effects on general and administrative expenses resulting
from
the merger with YTB.

Variability of Results, page 10
19. Please disclose the material effects on your operations you
anticipate as a result of the merger with YTB not already
disclosed
within MD&A.

Liquidity and Capital Resources, page 10
20. The amounts disclosed with respect to operating and financing
activities do not agree to the amounts reported in the historical
financial statements.  Please revise accordingly, and include the
respective amounts for investing activities.  Disclose the
material
changes between 2004 and 2003 in each of operating, investing and
financing activities and any supporting reasons.  Since it appears
that you use the indirect method of presenting cash flows from
operating activities, the change in operating activities should be
discussed in terms of cash and not merely based on the changes in
the
line items reported in this section.
21. You disclose in the last paragraph that you believe the
sources
indicated will be sufficient to satisfy your obligations in the
next
12 months.  Please disclose the basis for your belief in view that
you had a significant amount of cash used by operations in 2004
and
that you expect to substantially increase your operating expenses
without certainty that increased revenues will ensue, as disclosed
under "Variability of Results."
22. Please quantify your cash requirements for the next twelve
months
and for longer than one year.

Market for Common Equity, Related Stockholder Matters and Small
Business Issuer Purchases of Equity Securities
23. We are unable to locate disclosure in connection with
securities
authorized for issuance under equity compensation plans.  Please
revise or advise.  See Item 201(d) of Regulation S-B; see also
Item 5
of Form 10-KSB.
24. We are unable to locate disclosure required by Item 703 of
Regulation S-B.  Please revise or advise.  See Item 5 of Form 10-
KSB.

Independent Auditors` Report
25. Please revise to conform the report to the requirements of
Auditing Standard No.1 of the PCAOB to state that the audit has
been
conducted in accordance with "the standards of the Public Company
Accounting Oversight Board (United States)."

Statement of Operations, page F-3
Statement of Cash Flows, page F-4
Statement of Changes in Stockholders` Equity, page F-5
26. Please revise to include information for the comparable prior
year period, in accordance with Item 310(a) of Regulation S-B.
Revise the Independent Auditors` Report accordingly.

Notes to the Financial Statements
Note 2 - Summary of Significant Accounting Policies, page F-7
27. Please explain to us your responsibilities under the "errors
and
omissions" insurance policies you offer to your customers, and how
you account for any associated obligations.

Revenue recognition, page F-8
28. Please tell us and revise to clearly disclose how and when
revenue is recognized for the one time franchise fee received for
access to your travel network system.  Your response and
disclosure
should include the purpose for the fee, the associated rights of
customers and your obligations over the period of the
relationship,
what, if any, amount is refundable and the circumstances under
which
refunds are made, and why you believe it is appropriate to
recognize
revenue in the period or periods that you do.
29. Based on the pro forma financial statements contained in this
filing, it appears that revenue to be generated by and the
marketing
compensation plan of YTB will be material to your results.  In
this
regard, please include disclosure of the accounting policies
associated with these activities that conforms to the earlier
comment
about the accounting policy for these activities.
30. Please tell us and clearly disclose how you account for
commissions and other incentives paid by vendors through you to
ultimate recipients.  In particular, tell us if you account for
these
on a gross or net basis, and the basis for your accounting in this
fashion.
31. Please tell us whether or not you account for any portion of
sales made to the public by parties independent from you that use
your computer system to make such sales.  If so, tell us if you
account for these sales on a gross or net basis, and the basis for
your accounting.  Also, tell us if you earn commissions or other
incentives from such sales and your associated accounting.

Travel products and services, page F-8
32. Please tell us what is meant by "Revenues earned from all
other
sales of travel and related products, where the Company is the
credit
card merchant of record, are recorded when earned at their
aggregate
retail value."

Stock-based compensation, page F-12
33. We note your disclosure that 900,000 shares of common stock
were
issued to the CFO in 2004 to cover the shortfall between the
actual
salary paid and the amount pursuant to his employment agreement
for
the periods 2001 to 2004.  Please tell us and disclose how you
initially accounted for the unpaid services rendered by the CFO in
each of the years affected and how you accounted for the issuance
of
the common shares for such services.  Refer to SAB Topics 5:T and
1:B
for guidance.
34. Additionally, please reconcile the 900,000 shares of common
stock
issued in 2004 for the unpaid services of the CFO and the 500,000
shares of common stock presented in the statement of changes in
stockholders` equity as shares issued to officers.

Note 10 - Segment Information, page F-17
35. You disclose in this filing that you have domestic and foreign
operations.  In this regard, please disclose the information about
geographic areas in accordance with paragraph 38 of FAS 131.

Note 11 - Business Combination, page F-18
36. Please disclose the basis for determining the cost of the
acquisition, including the value attributed to the preferred stock
issued, in accordance with paragraph 51(d) of FAS 141.
37. In addition, explain to us how you have considered the effects
of
price fluctuations and quantities traded in your determination of
the
fair value of the securities issued in the business combination.
In
this regard, we note the current average volume of your equity
securities is less than 10,000 shares per day, which would appear
to
indicate that a significant discount of the market price of your
securities is necessary in determining the cost of the acquired
entity.  Refer to paragraph 22 of FAS 141.
38. Please disclose the reporting unit within your organization to
which the goodwill recognized in the acquisition was assigned, in
accordance with paragraph 52(c)(2) of FAS 141.
39. We note your disclosure herein that nearly all of the assets
of
YTB acquired were intangible in nature.  Please tell us the extent
of
your consideration of identifiable intangible assets of YTB
acquired
in the acquisition and the allocation of the purchase price
thereto
in accordance with paragraphs 35, 39 and A10-28 of FAS 141, and
EITF
02-17.  Based on your disclosures, it appears YTB may have had
customer lists, customer contracts, other customer relationships,
an
int