Ytb Intl - It is expected that Mr. Hemings may be named to the...

Ytb Intl - Recent Material Event

Item 404(a) of Regulation S-K.

It is expected that Mr. Hemings may be named to the Audit Committee and/or Compensation Committee of the Board in connection with the Company’s application to list on the American Stock Exchange in the near future, but no assurances can be given in this regard.

Under the Company’s new policy for the compensation of its non-employee directors, which was adopted effective as of April 25, 2008, Mr. Hemings will receive a one-time restricted stock award valued at $40,000 in connection with his election to the Board. The at-election award will be granted during the May 17^th - May 30^th window following the filing of the Company’s quarterly report on Form 10-Q for its first fiscal quarter and will consist of shares of the Company’s Class A common stock, par value $0.001 per share (“Class A Common Stock”) having a $40,000 fair market value as of the close of trading on the grant date. Such at-election award will vest ratably over a period of four years, subject to Mr. Hemings’ continued service on the Board.

As a non-employee member of the Board, Mr. Hemings will furthermore be entitled to ongoing compensation on an annual basis, consisting of $30,000 cash and a restricted stock award valued at $30,000. The annual restricted stock award will be granted during the May 17^th - May 30^th window following the filing of the Company’s quarterly report on Form 10-Q for its first fiscal quarter and will consist of shares of Class A Common Stock having a grant-date fair market value of $30,000 (based on the closing market price of the Class A Common Stock as of such grant date), vesting entirely on the first anniversary of the grant date. Because Mr. Hemings joined the Board immediately prior to the granting of the current year’s annual restricted stock award to the Board, he will not be entitled to such award. His first such annual restricted stock award will be granted to him in 2009.

In addition to the basic compensation for Mr. Hemings as a non-employee director, he will also receive a $1,000 cash meeting attendance fee for each meeting of the Board or a committee thereof that he attends (whether attending in person or telephonically). As a non-employee member of the Board, he is also entitled to reimbursement for all reasonable fees and expenses incurred in connection with the performance of services on the Company’s behalf, including travel expenses incurred in attending meetings of the Board or committees thereof. Fees and expenses are reimbursed upon submission of appropriate documentation to the Company in accordance with its then-current policy.

The press release issued by the Company on May 2, 2008 announcing the election of Mr. Hemings, providing biographical information with respect thereto, and announcing Mr. Dickinson’s decision to decline election to the Board, is annexed as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


No.		Description

99.1		Press Release dated May 2, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.