-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T8pqtT62xYl8aWaIqe36i4gtbFhuGUA6eJGFtfJ1dE8GGIgbeS71fCHGNs/Rx3Bz JO5sjZsu2DkLIYV1ayGn0w== 0001177497-04-000174.txt : 20040827 0001177497-04-000174.hdr.sgml : 20040827 20040827153817 ACCESSION NUMBER: 0001177497-04-000174 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040827 DATE AS OF CHANGE: 20040827 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: YOURTRAVELBIZ COM INC CENTRAL INDEX KEY: 0001228284 IRS NUMBER: 112602120 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 200 WEST THIRD STREET STREET 2: SUITE 600 CITY: ALTON STATE: IL ZIP: 62002 BUSINESS PHONE: 6184638850 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REZCONNECT TECHNOLOGIES INC CENTRAL INDEX KEY: 0000852766 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 112602120 STATE OF INCORPORATION: NY FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-55259 FILM NUMBER: 041002473 BUSINESS ADDRESS: STREET 1: 560 SYLVAN AVENUE CITY: ENGLEWOOD CLIFFS STATE: NJ ZIP: 07632 BUSINESS PHONE: 2015678500 MAIL ADDRESS: STREET 1: 560 SYLVAN AVENUE CITY: ENGLEWOOD CLIFFS STATE: NJ ZIP: 07632 FORMER COMPANY: FORMER CONFORMED NAME: ETRAVNET COM INC DATE OF NAME CHANGE: 19991005 FORMER COMPANY: FORMER CONFORMED NAME: PLAYORENA INC DATE OF NAME CHANGE: 19940311 SC 13D 1 sch13d_rezcon-082704.txt SCH 13D AUGUST 27, 2004 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 REZconnect Technologies, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (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) August 26, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this Statement. [ ] (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class. (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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.) CUSIP Number: 297868101 --------- 1) Name of Reporting Persons and Identification Nos.: Name: YourTravelBiz.com, Inc. and YTB Travel and Cruises, Ltd. I.R.S. Identification No.: 37-1407604 and 37-140762, respectively 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) The Reporting Parties are affiliated with common shareholders (b) N/A 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) N/A 6) Citizenship or Place of Organization: Illinois as to both Reporting Parties Sole Voting Power: 1,000,000 Shared Voting Power 0 Sole Dispositive Power: 1,000,000 Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned by the Reporting Parties: 1,000,000 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares N/A 2 13) Percent of Class Represented by Amount in Row (11): 8.809% 14) Type of Reporting Person (See Instructions): CO 3 Item 1. Security and Issuer ------------------- This Amendment No. 1 ("Amendment No. 1") to the Statement of Beneficial Ownership dated February 11, 2003 (the "Original Statement"), relates to the common stock ("Common 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 Amendment No. 1 is being filed to disclose a change in the investment intent of YourTravelBiz.com, Inc. ("YTB") and YTB Travel and Cruises, Ltd. ("YTD") (collectively YTB and YTD shall be referred to herein as the "Reporting Parties") as it relates to the shares of Common Stock held by the Reporting Parties. Item 2. Identity and Background ----------------------- (a) Names: YourTravelBiz.com,Inc. and YTB Travel and Cruises, Ltd. (b) Business Address: 200 West 3rd Street (as to both entities) Suite 800 Alton, Illinois 62002 (c) Occupation: N/A since Reporting Parties are corporations (d) Conviction: N/A to Reporting Parties and their respective principals (e) Civil Proceedings: N/A to Reporting Parties and their respective principals (f) State of Incorporation:: Illinois as to both Reporting Parties Item 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- N/A Item 4. Purpose of Transaction ---------------------- In February of 2003, the Issuer issued an aggregate of 1,000,000 shares of Common Stock to the Reporting Parties in connection with a long-term relationship entered into by and among the parties at such date, all as disclosed in the Original Statement. The shares of Common Stock were initially acquired by the Reporting Parties for investment purposes only. As indicated in the Form 8-K filed by the Issuer on August 26, 2004, the Reporting Parties are engaged in discussions with the Issuer regarding a possible business combination or a similar transaction and therefore are evaluating whether they should remain a passive investor or become more actively involved in the affairs of the Issuer. In connection therewith, the Reporting Parties have had and may continue to have discussions with the Issuer concerning the available alternatives. As of the date of this filing, no agreement, either orally or written, has been entered into by the parties. 4 Item 5. Interest in Securities of the Issuer ------------------------------------ (a) Aggregate Number and %: 11,351,845 Common Shares of which 1,000,000 are owned by the Reporting Parties and which equates to 8.809% of the total outstanding shares of Common Stock. (b) Power to Vote or Dispose of Shares: The Reporting Parties have the power to vote or dispose of 1,000,000 shares, none of which are the subject of shared power to vote or dispose of. (c) Transactions within Prior 60 Days: No transactions have been effected between the Issuer and the Reporting Parties beyond those described in Item 3 specifically and this Schedule 13D generally. Information contained in Item 3 above is hereby incorporated by reference. Item 6. Contracts, arrangements, understandings or relationships with respect --------------------------------------------------------------------- to securities of the Issuer. ---------------------------- Other than the foregoing, there are no contracts, arrangements, understandings, or relationships not described herein. Item 7. Material to be filed as Exhibits - ------- -------------------------------- None. 5 SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D/A on behalf of YourTravelBiz.com, Inc. and YTB Travel and Cruises, Ltd., respectively, the Reporting Parties, is true, complete and correct. Dated: August 27, 2004 YourTravelBiz.com, Inc. By:/s/ James Scott Tomer James Scott Tomer, President Dated: August 27, 2004 YTB Travel and Cruises, Ltd. By:/s/ James Kim Sorensen James Kim Sorensen, President 6 -----END PRIVACY-ENHANCED MESSAGE-----