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^*

Tomer J Lloyd

(Last)

(First)

(Middle)

C/O YTB INTERNATIONAL, INC.

1901 EAST EDWARDSVILLE ROAD

(Street)

WOOD RIVER

62095

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
YTB International, Inc. [ YTBLE.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)	X	Other (specify below)
	Chairman of the Board		SEE REMARKS

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2005

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⁽²⁾	12/15/2005		J⁽³⁾		1,845,000	D	$0⁽⁴⁾	3,861,838⁽⁵⁾	I	By Great River Enterprises, LP#1⁽¹⁾
Common Stock⁽²⁾	01/24/2007		S⁽⁶⁾		1,000,000	D	$6.69⁽⁶⁾	2,861,838⁽⁵⁾	I	By Great River Enterprises, LP#1⁽¹⁾
Common Stock⁽²⁾	02/04/2007		G⁽⁷⁾		159,279	D	$0⁽⁷⁾	2,702,559⁽⁵⁾	I	By Great River Enterprises, LP#1⁽¹⁾
Common Stock⁽²⁾								200,000⁽⁸⁾	I	By Tomer & Associates, Inc.⁽⁸⁾
Common Stock⁽²⁾								200,000⁽⁹⁾	I	By spouse and children⁽⁸⁾
Common Stock⁽²⁾	01/03/2007		M⁽¹⁰⁾		100,000	A	$1	179,700	D

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)
Stock Options (right to buy)	$1	01/03/2007		M⁽¹⁰⁾			100,000	12/02/2004	01/26/2007	Common Stock	100,000	$0	0	D

Explanation of Responses:

1. Great River Enterprises, LP#1 and not J. Lloyd Tomer is a 10% Owner.

2. The Reporting Person is a member of a Section 13(d) group and a party (via Great River Enterprises, LP#1) to a certain Stockholders' Agreement, dated as of December 8, 2004, by and among Great River Enterprises, LP#1 and other stockholders of the Issuer that together own a significant percentage of the Issuer's outstanding Common Stock, pursuant to which the Reporting Person shares voting power over additional shares subject to the voting arrangements thereunder. The Reporting Person also directly shares voting power with respect to an additional 5,953,016 shares of the Issuer's Common Stock as a result of the grant to the Reporting Person and other members of the Reporting Person's Section 13(d) group of an irrevocable proxy with respect to such shares. The Reporting Person does not possess a pecuniary interest with respect to any such shares and has therefore not reported them in this Form 4.

3. The transaction being reported in this row of this Form 4 involves the distribution of 1,845,000 shares of the Issuer's Common Stock by the Reporting Person (held indirectly via Great River Enterprises, LP#1) to various former limited partners of Great River Enterprises, LP#1 in redemption of their limited partnership interests therein.

4. The Reporting Person did not receive any consideration for the shares of the Issuer's Common Stock being disposed of. The distribution of the shares to the former limited partners of Great River Enterprises, LP#1 served as the means by which Great River Enterprises, LP#1 effected the redemption of the limited partnership interests held by the persons acquiring the shares.

5. The Reporting Person is the sole stockholder of Tomer & Associates, Inc., a corporation that is the general partner of Great River Enterprises, LP#1, a limited partnership that owns the reported securities. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

6. Great River Enterprises, LP#1 disposed of the 1,000,000 shares reported in this line as the purchase price for the purchase of certain real property, for which the shares had a deemed value of $6.69 per share. Under the purchase agreement for the purchase of such real property, the seller has the right to cancel the transaction on December 31, 2011 (or sooner, upon the occurrence of certain events) and to return the 1,000,000 shares (or an equivalent number of shares of the Issuer) to Great River Enterprises, LP#1 if certain conditions are not met, as specified in the agreement.

7. Great River Enterprises, LP#1 donated the 159,279 shares reported in this row as a gift to a local religious institution and did not receive any consideration in exchange for the shares.

8. The shares reported as held indirectly by the Reporting Person via Tomer & Associates, Inc. were previously held indirectly via Great River Enterprises, LP#1 and were transferred to Tomer & Associates, Inc. in partial redemption of its limited partnership interest in Great River Enterprises, LP#1.

9. Such 200,000 shares are held by the Reporting Person's spouse and by children who share the Reporting Person's household, and were transferred to them by Great River Enterprises, LP#1. The Reporting Person disclaims beneficial ownership with respect to all such shares.

10. The transaction being reported in this row of this Form 4 involves the exercise by the Reporting Person of options to buy 100,000 shares of the Issuer's Common Stock at an exercise price of $1.00 per share.

Remarks:

Refers solely to J. Lloyd Tomer. The Reporting Person is a member of a Section 13(d) group and a party (via Great River Enterprises, LP#1) to a certain Stockholders' Agreement, dated as of December 8, 2004, by and among Great River Enterprises, LP#1 and other stockholders of the Issuer that together own a significant percentage of the Issuer's outstanding Common Stock, pursuant to which the Reporting Person shares voting power over additional shares subject to the voting arrangements thereunder. The Reporting Person also directly shares voting power with respect to an additional 5,953,016 shares of the Issuer's Common Stock as a result of the grant to the Reporting Person and other members of the Reporting Person's Section 13(d) group of an irrevocable proxy with respect to such shares. The Reporting Person does not possess a pecuniary interest with respect to any such shares and has therefore not reported them in this Form 4.

	/s/ J. Lloyd Tomer	02/06/2007
	** 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).
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