Form 8-K for YTB INTERNATIONAL, INC.

YTB Intl Press Releases > Form 8-K for YTB INTERNATIONAL, INC.

Form 8-K for YTB INTERNATIONAL, INC.
Feb 7, 2006 -- Entry into Material Agreement, Results of Operations, Non Reliance on Pre Item 1.01. Entry into a Material Definitive Agreement. YTB International, Inc. (the Company) executed an Employment Agreement (the Agreement) on January 30, 2006 with its new Chief Financial Officer, John D. Clagg. The Agreement is deemed to be effective December 1, 2005. The term of the Agreement is through December 31, 2009, followed by a three-year renewal period. The base salary under the Agreement is $150,000 for the first year, increasing by $30,000 each year through the term of the Agreement. In the event of termination of Mr. Claggs employment without cause, the Agreement provides for a severance payment of Mr. Claggs base salary for the preceding two years, payable on a biweekly basis over the two years following termination. In addition, in event of the death or disability of Mr. Clagg, Mr. Claggs estate would receive shares of the Companys Common Stock with a value of one years base salary. Item 2.02. Results of Operations and Financial Condition. On February 6, 2006, the Company issued the press release that is furnished as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference, with respect to the matters discussed under Item 4.02(a) below, which include adjustments to prior period financial results. Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. (a) The internal inquiry into certain accounting-related matters disclosed in the Companys Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on January 19, 2006, is continuing. Management and the Audit Committee have discussed the inquiry with UHY LLP, the Company's independent registered public accounting firm, and management has concluded that, in light of the fact it appears the Companys former accounting firm, Dischino & Associates, P.C., provided certain prohibited services and appears not to have followed appropriate auditing standards, the financial statements included in the Companys Annual Report for the year ended December 31, 2004 and December 31, 2003 and the financial statements included in the Companys Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004, June 30, 2004, September 30, 2004, March 31, 2005, June 30, 2005 and September 30, 2005 should no longer be relied upon. The Company will file amended quarterly and annual repots on Form 10-QSB/A and Form 10-KSB/A covering such periods as soon as practicable upon the completion of the audits and reviews by our current independent registered public accounting firm. Item 9.01. Financial Statements and Exhibits (c) Exhibits. Exhibit No. Description 10.1 Employment Agreement, dated January 30, 2006 and effective December 1, 2005, between YTB International, Inc. and John D. Clagg. 99.1 Press Release issued by YTB International, Inc. on February 6, 2006.