SecProbe.io

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Mail Stop 3-5

								July 19, 2005

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 SB-2
		Amendment no.1 filed June 21, 2005
		File No. 333-122936

		Preliminary Information Statement on Schedule 14C
		Filed January 24, 2005, as revised June 21, 2005

      Form 10-KSB for the fiscal year ended December 31, 2004
      Filed February 23, 2005, as amended June 21, 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 amended 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 SB-2
Incorporation By Reference, page 29
1. Form SB-2 does not permit incorporation by reference of the
indicated financial statements.  Accordingly, in accordance with
Item
22 of Form SB-2, please include in the filing the financial
statements of Yourtravelbiz.com that comply with the requirements
of
Item 310(c)(3).  The financial statements for this entity included
in
your Form 8-K as amended on June 20, 2005, revised to conform to
our
comments as appropriate, will satisfy this requirement.

Preliminary Information Statement on Schedule 14C
Exhibits, page 4
2. Refer to comment number 5 in our letter dated May 6, 2005.  We
do
not see the financial statements referenced in your response.
Please
include the applicable financial statements in the filing.

Form 10-KSB for the fiscal year ended December 31, 2004
General
3. Please explain to us why you believe the contemporaneous sale
of
your on-line travel agency product and the execution of an
independent marketing representative agreement is not an
investment
contract under Section 2(1) of the Securities Act of 1933.

A person who executes an independent marketing representative
agreement in your company becomes a representative who is able to
both sell on-line travel agencies and sponsor other
representatives.
You have previously stated that this agreement is not an
investment
contract because the representative does not make an investment of
money to obtain the position of representative.

However, your on-line travel agency product requires an initial
purchase price of $349.95 and a recurring, monthly fee of $49.95,
and
it is marketed jointly with the opportunity to become a
representative.  The marketing of the representative position
focuses
on the potential compensation under your multi-level marketing
scheme, which includes 50% matching compensation, 4% residual
income,
$1,000 "Leadership" bonuses, and $10,000 "Dream" bonuses.
Consequently, the primary reason for the purchase of an on-line
travel agency may be the expectation of substantial profit under
your
multi-level marketing scheme.  Furthermore, we note promotional
material that states "[w]hen six of your referrals buy their own
YTB
travel business, you will receive your entire investment back[.]"
Expectation of profits through a multi-level marketing scheme is
akin
to the efforts of another person.
Accordingly, explain to us why the contemporaneous sale of your
on-
line travel agency product and the execution of an independent
marketing representative agreement is not an investment contract
under Section 2(1) of the Securities Act of 1933.  Clearly
demonstrate why the primary reason for the purchase of your
product
is not the expectation of profit through your multi-level
marketing
scheme.

Title Page
4. It appears that this is the third amendment of this filing.
Please revise accordingly here and elsewhere in the filing as
appropriate, and also in the Preliminary Information Statement on
Schedule 14C filed January 24, 2005, as revised June 21, 2005.  If
this form is further amended, please conform the title page and
the
description of this form where ever else referred.
5. Please revise the last paragraph to disclose a more accurate
description of the purpose of this amended filing.  Certifications
had been included in the prior filing.

Business, page 2
Current operations, page 3
6. We note your response to our prior comment number six.  In
amended
disclosure, please include the term of duration for your license
agreements with Taurus Sys, Inc. and MyCity.com.
7. Please expand disclosure to explain the nature of the
Technologies` franchise agreements you reference.  For example,
explain how these franchise agreements relate to your business
operations.
8. We note that in response to our prior comment number 23, you
state
that a license agreement with Genesis Systems enables you to run
the
Company`s network marketing.  However, we were unable to locate
any
disclosure in the business section on this license agreement.
Please
amend to provide the required disclosure, including duration.  See
Item 101(a)(7) of Regulation S-B.
9. Please tell us what consideration you gave to the exhibit
requirements relating to material contracts.  We were unable to
locate any exhibits relating to your franchise agreements and
license
agreements.  Note that you must file any contracts on which you
are
substantially dependent such as contracts with principal
customers,
suppliers and franchise agreements.  In preparing your response,
please refer to Item 601(b)(10) of Regulation S-B.

Management`s Discussion and Analysis or Plan of Operation, page 7
Liquidity and Capital Resources, page 13
10. Please revise your statement appearing in the paragraph before
the forward-looking statements concerning your contingent
liability
under the terms of the secured convertible note by disclosing the
stock price that would trigger the contingency.
11. In the last paragraph, please clarify that the minimum price
relates to your common stock.  Also, please remove the qualifier
in
regard to the stock price falling below the specified minimum.

Controls and Procedures, page 14
12. Please disclose within paragraph (a) whether or not your
controls
and procedures were "effective," in accordance with Item 307 of
Regulation S-B.

Financial Statements for the Years Ended December 31, 2004 and
2003
Independent Auditors` Report, page F1
13. Please clearly indicate the date of your report.  If dual
dating
is appropriate, please specify the financial information subject
to
the later date.  Refer to AU Section 530, paragraphs .01 and .03
to
.05 of the AICPA.  This comment is also applicable to the audited
financial statements of YTB included in the Form 8-K as amended on
June 20, 2005.

Note 2 - Summary of Significant Accounting Policies
Marketing Compensation Plan, page F 13
14. We note section II.C of the analysis in your supplemental
response filed on June 20, 2005 in support of your position to
defer
direct costs associated with revenue that is deferred.  In this
analysis, it appears that you are including in such costs the
compensation of employees involved in excess of the enrollment
commission of $50.  Our understanding of the guidance you refer to
in
your response is that compensation is eligible for deferral only
if
it is incremental, i.e., would not have been otherwise incurred.
Please tell us why it is appropriate to defer employee
compensation
involved with revenues that are deferred in excess of the $50
enrollment commission, including explanation why such compensation
would not have been otherwise incurred.  If upon further
consideration you conclude that it is not proper to defer such
compensation, please revise all affected financial statements and
disclosures in all applicable filings.

Note 11 - Business Combination, page F 19
15. It appears that you attributed an approximate value of $178 to
each RTA agreement in the purchase of YTB.  This is based on your
revised disclosure that $1.5 million of the purchase price was
allocated to the agreements and your supplemental response dated
June
1, 2005 that approximately 8,400 RTA`s existed at the date of the
purchase.  Please tell us in detail how you determined the value
of
$1.5 million for these agreements.  Include in your response how
the
value was impacted by the customer lists owned by the RTA`s.
Specify
the types of revenue (e.g., recurring commissions, fees and/or
other
sources of revenue) you earn that are associated with these
customers, and how such was considered in the valuation.
Financial Statements and Supplementary Information for the Three
Months Ended March 31, 2005 and 2004
Report of Independent Registered Public Accounting Firm, page 1
16. Please clearly indicate the date of this report and the report
on
the "Supplementary Information" on page 23.  If dual dating is
appropriate, please specify the financial information subject to
the
later date.  Refer to SSARS No. 2, paragraph 7 "Reissued report."
Also, similarly conform the dates of these reports included in
your
Form 10-QSB for the period ended March 31, 2005 as amended on June
20, 2005.

Form 10-QSB for the Period Ended March 31, 2005, as amended June
20,
2005Consolidated Statements of Changes in Stockholders` Equity,
page
5
17. Please explain to us and disclose the purpose and accounting
basis for the "equity reclassifications related to merger and re-
incorporation" line item and amount.

Closing

      Please file your response to our comments via EDGAR within
fifteen business days from the date of this letter.

      As appropriate, please amend the registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* The action of the Commission or the staff, acting pursuant to
delegated authority in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* The company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

   We direct your attention to Rules 460 and 461 regarding
requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

      You may contact Doug Jones, Staff Accountant at (202)-824-
5368,
or Michael Fay, Review Accountant, at (202) 942-1907, if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Johanna Vega Losert, Attorney-Adviser, at
(202) 942-2931 or me with any other questions.

      				Sincerely,

							Max A. Webb
							Assistant Director

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Michael Y. Brent
YTB International, Inc.
July 19, 2005
Page 7

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