SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year
                   ended December 31, 2003
                                       or

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
             For the transition period from __________ to __________

                           Commission File No. 0-18412

                               REZCONNECT TECHNOLOGIES, INC
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         New York                                          11-2602120
-------------------------------              -----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or organization)

                                560 Sylvan Avenue
                       Englewood Cliffs, New Jersey 07632
                    (Address of Principal Executive Offices)

Registrant's telephone number, including area code:     (201) 567-8500
                                                        --------------

                                       N/A
          -----------------------------------------------------------
          (Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:     None

Securities registered pursuant to Section 12(g) of the Act:     Common Stock,
                                                                $.001 per share
--------------------------------------------------------------------------------
                                (Title of Class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
form 10-K [ ].
     The aggregate market value of the voting stock held by non-affiliates of
the registrant as of May 13, 2004 was approximately $4,623,640.

     Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. As of December 31,
2003, there were 10,470,803 shares of Common Stock, par value $.001 per share
outstanding.




<PAGE>

                                Table of Contents


                                      10KSB

PART I.........................................................................4
Item 1.Business................................................................4
          BACKGROUND...........................................................5
          OPERATIONS...........................................................6
          REZCONNECT...........................................................9
          COMPETITION..........................................................9
          MANAGEMENT..........................................................11
  Item 2. Properties..........................................................12
Item 3. Legal Proceedings.....................................................12
Item 4. Submission of Matters to a Vote of Securities Holders.................12

PART II.......................................................................12
  Item 5. Market for Registrant's Common Stock................................12
  Item 6. Management's Discussion and Analysis or Plan of Operation...........13
  Item 7. Financial Statement.................................................17
  Item 8. Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure.................................17

PART III......................................................................17
  Item 9. Directors and Executive officers, promoters and control person;
          Compliance with Section 16 (a) of the Exchange Act..................17
  Item 10.Executive Compensation..............................................18
  Item 11.Security Ownership of Certain Beneficial Owners and Management......20
  Item 12.Certain Relationships and Related Transactions......................20

PART IV.......................................................................20
  Item 13.Exhibits, Financial Statement Schedules and Reports for Form 8-k  ..20

Balance Sheet.................................................................F2
Statements of Operations......................................................F3
Statement of Shareholders Equity .............................................F4
Statement of Cash Flows.......................................................F5
Notes to Financial Statements.................................................F6






<PAGE>

<PAGE>

Documents incorporated by reference: None

                                     PART I
Item 1.  Business
-------  --------

Company History

          We are a travel management company using technology and the Internet
for our franchise chain and the retail consumer online. Prior to changing our
name, we were incorporated in June 1982 as Travel Network, Ltd. in New York and
did business as Global Travel Network. On February 1, 1994, we re-incorporated
in New Jersey (at which time the New York corporation was merged into the New
Jersey corporation). In turn, Global Travel Network, L.L.C. ("GTN") was created
as a conduit to participate in the franchise Global Travel Network business of
Travel Network, Ltd. On September 17, 1999, Playorena, Inc. acquired the
outstanding equity of GTN in exchange for 5,063,379 shares (including 123,292
shares reserved for issuance upon the exercise of certain warrants previously
issued by GTN and 4,931,087 shares issued to equity holders of GTN) of
Playorena's common stock, representing 94.5% of the issued and outstanding
common stock of Playorena upon completion of the merger. Prior to the merger,
Playorena operated as a public shell seeking the acquisition of, or merger with,
an existing company. Following the merger, we changed our name to ETRAVNET.COM,
Inc. On August 29, 2002, we changed our name to REZconnect Technologies, Inc.


BACKGROUND
          We are a leader in the franchised travel services business. The
Company has operated in this industry for almost 21 years. During this time, it
has created a network of over 145 domestic franchisees and 9 international
franchisees, represented in 4 countries. The Company offers an interactive,
real-time booking engine and access to preferred deals with leading travel
industry suppliers to its franchisees and to small office-home office ("SOHO")
agencies, independent travel agencies and high traffic websites. The Company's
revenue stream is comprised of one-time franchise fees as each franchise is
sold, monthly franchise service fees from its franchisees and commissions on the
sale of travel products plus monthly hosting fees on each website.

          While previously concentrating on the establishment of its "brick and
mortar" franchise operations, management of the Company has recognized that
margins in the travel agency industry are generally shrinking, due in large
measure to reductions by airlines in commission rates and to greater competition
throughout the industry. To combat these trends and strengthen its competitive
position, the Company has sought to bring an advanced technology to the travel
and lodging industry by investing in software development and offers new online
travel franchises.

                                      (4)
<PAGE>

OPERATIONS
----------

Current Operations
------------------

          The Company's operations are comprised of 3 divisions, which include
an extension of its travel franchise system. The extension markets itself as
REZcity.com, an online local city guide and online travel store. The other 2
divisions of the Company include our technology section, which builds
reservation systems using proprietary patent pending applications for suppliers
within the travel industry. The 3rd division builds online travel stores within
the travel industry.

         REZconnect's consumer driven websites provide strong content and
bookability with over 60 booking engines incorporated into one site, covering
all aspects of the travel industry. Sites are available for use 24 hours, 7 days
a week, allowing travel agents the ability to personally follow-up with the
online consumer and provide customer service.

          REZconnect typically charges $49 per month, on a non-contract basis,
to own and operate on an online travel site. If an agent signs a one year
contract, the cost is reduced and the agent only pays for 11 months of service.
REZconnect offers ASTA and CLIA members a discounted rate of $39 per month with
the same pre-payment plan described above. During the initial launch of the
REZconnect product, we are offering ASTA and CLIA agencies a free one-month
trial before committing to a yearly contract. Agencies that pay month to month
must pay by credit card, while
 yearly contracts can be paid either by check or credit card.

        Currently, there are over 5000 consumer websites in operation. Site
owners are permitted to solicit other organizations and associations to clone
travel sites allowing for site owners to earn more revenue. The fee associated
with a travel site clone is $25 per site, monthly.

          In 2002 the company that guaranteed us delivery of advertising credits
for cable TV ceased operations and REZconnect decided after consulting with its
legal counsel, to write-off 100% of this asset. Further, the Company, has
decided to write-off its goodwill as shown. Also in 2002, the company recorded
an allowance against its notes receivable from franchisees and the corresponding
deferred revenue balances, due to the fact that the balances were not paid for a
few years. This adjustment did not affect the Company's profit and loss
statement.

     From 2000-2002 REZconnect Technologies, Inc. capitalized its software
development for the application it planned to market using its
net-to-phone-to-net process. In the fourth quarterof 2003 management after
reviewing the software development on the application found that no firm orders
have been received or revenue earned from the application and has decided to
write off its entire capital investment REZcity.com REZcity.com is an online
city guide for over 53,000 towns throughout the USA, providing a unique model
for travel agencies to participate by licensing their local community with
rights to sell advertising and e-commerce solutions. The cost of the local town
of 25,000 in population is $1500 as a one-time fee with an annual hosting fee of
$150, for the 1st year with an annual 5% increase each year thereafter.

          We are the only company in this field offering every postal zip code
in the US with strong rich content provided by over 100 sources such as weather,
entertainment, sports, news, various information guides and yellow page listings
15,000,000 businesses. This site is up and running and was first available in
1998. REZconnect took over the site in 2002 and is currently offering this
product to companies within the travel community.

          Our Travel Network franchise fees range from $3,000 to $29,900 for
domestic franchises and from $50,000 to $350,000 for individual international
territories. Yearly service fees range from $2,000 to $9,000 per location.
Commission rates paid by travel suppliers have been approximately 10% for hotel
reservations, 5% to 10% for car rentals and 10% to 15% for cruises and vacation
packages. Commissions on the sale of airline tickets range from 5% to 20%.
Certain airlines, effective March 21, 2002, have eliminated commissions on
airline ticket sales. Our franchisees have added or increased their service fees
to make up for loss of commissions. Periodically, the Company may receive
additional commissions in the nature of overrides from travel suppliers to
encourage product marketing.

          In-house sales personnel have generally handled marketing of
franchises.

                                      (5)
<PAGE>

          All of the Company's franchised operations are independently owned and
operated. The Company operates one company-owned travel agencies. All sales of
travel products by the Company are made through its franchisees or through its
interactive web site. Operational expenses consist of franchise system sales and
support personnel, executive management and minimal administrative personnel.

          In 2002, REZconnect signed an exclusive, 20-year management agreement
to provide travel web site hosting for one of the Company's clients, "Your
Travel Biz, Inc."(YTB) a network marketing company offering its' members an
interactive consumer website from the Company. Further, all travel arrangements
from the online sites are serviced by a division of the Company. We currently
host 3912 sites for YTB. Based on current projects supplied by YTB, the growth
of new sites should increase significantly over the next several years.

REZconnect(R)
----------

          The Company intends to use its proprietary, patent pending
REZconnect(R) technology as the basis for its market expansion.

          We believe that our REZconnect(R) technology will offer ease of use
for both the individual seeking a reservation, as well as the supplier.
Essentially, the technology works as follows: o The Internet user comes to a
website for a restaurant, bed and breakfast, or other supplier that uses a
reservation-based business model. The website could be the supplier's own, an
aggregating site (such as RestaurantRow.com), an Internet yellow pages listing
site, websites specifically used by travel agents (such as Worldspan), or the
Company's own website.

If the supplier is a REZconnect(R) client, a reservation button will be present
at the site. The user will click on the button and a reservation form will
appear on screen.

o      After completing the reservation form, the information is converted into
       a telephone call made automatically to the supplier.

o      The telephone call made to the supplier is generated from the Company,
       saving the user the cost of the telephone call.

o      When the telephone is answered, a recorded voice in the language of the
       supplier requests the reservation and provides the essential information.
       The supplier then uses the touchtone pad on the telephone to indicate
       whether the reservation is accepted.

o      The telephone keypad response is sent to the Company server and becomes
       an immediate web response on the user's computer screen. If the
       reservation is accepted, the user receives a confirmation message and
       reservation summary (including a reservation confirmation number) on
       screen and if time allows receives a confirming e-mail later. The
       supplier also receives confirmation, either by e-mail or fax. In essence,
       the keypad response of the supplier confirms and completes the
       reservation transaction.

o      The Travel Communicator - REZconnect's Travel Communicator is an
       innovative software application that allows travel vendors the ability to
       offer continual and targeted special deals and notices utilizing simple
       text, HTML or broadcast-quality multi-media message to the desktops of
       the agencies computer screens.

When messages are sent through the communicator system, agencies receive a
visual and audio pop-up screen indicating the deal offer as well as the vendor
making the offer. Agencies can click to see the offer or select to have it
available for later viewing.

                                      (6)
<PAGE>

The communicator works off a software application that is downloaded from an
e-mail broadcast or can be activated directly from the REZconnect or CLIA
corporate websites. The agency only needs to download the program once. The
communicator utilizes REZconnect's unique PUSH TECHNOLOGY
 moving the offers out of e-mail and to the availability of the agent on his/her
office terminal. In an industry that prides itself on offering deals, we believe
that the Travel Communicator will provide a quick and easy solution for vendors
to get their message to travel agents. Once released, this will be the
distribution method of choice for vendors over the traditional e-mail blast.
With all of the "junk mail" being sent, travel agents do not read e-mail
messages on a regular basis. The Travel Communicator allows agents to see
important deals immediately with no need to check their e-mail.

Current travel agency reservation systems, such as Worldspan, Sabre, Galileo and
Amadeus in the lodging industry, the Internet-based Worldres in the lodging
industry and Opentables.com in the restaurant business, require the supplier to
maintain a separate computer system for processing of the reservation requests
and just as importantly require the supplier to maintain an inventory of
availability. Independent lodgings, which we believe represent approximately 80%
of the hotel industry, as well as restaurants, generally do not maintain
inventory for online access and in many cases are unwilling to do so. These
systems become cost centers to the supplier and, more importantly, demand a
change in the manner of doing business.

          REZconnect(R) does not present these obstacles to the user. The
supplier is not required to maintain an inventory of available reservations; nor
is the supplier required to install any separate equipment to use the
REZconnect(R) system. At most, the supplier would install a separate telephone
and line to accept the computerized calls generated from the Internet user base;
however, this is not required of the supplier. The supplier can therefore take
advantage of an additional source of clientele, i.e., the Internet user base, at
little cost and without changing its traditional operating model for taking
reservations. It appears that REZconnect(R) is virtually a no risk proposition
for the supplier; as a result, we believe many suppliers will choose to take
advantage of the availability of the REZconnect(R) system.

          We believe that the utility of the REZconnect(R) system to the user is
especially apparent in the case of smaller suppliers, such as bed and breakfast
inns and other independent lodgings that do not have reservation systems
employed by chain hotels. REZconnect(R) provides these users with an additional
source of bookings, the Internet, which was not previously available to them,
and allows them to take advantage of it without substantial out-of-pocket
expense and within their existing business framework.

          The REZconnect(R) revenue model is three-pronged. An initial
installation fee will be charged to each supplier. Each supplier is also to be
charged a monthly license fee to maintain the REZconnect(R) reservation
capacity. For each reservation made, the Company is to receive a transaction
fee, the composition of which depends upon the nature of the reservation.
Currently, the Company intends to charge the supplier per individual diner for
restaurant reservations, per hotel room reserved and per cruise ship cabin
reserved.

          The Company has already entered into a number of strategic
relationships. If the Company is able to take advantage of these arrangements,
we believe that REZconnect(R) will be established as a preferred Internet
reservation system.

          We intend to use a number of marketing techniques for REZconnect(R),
depending upon the industry being targeted. During the rollout phase of the
technology, we anticipate that we will waive or limit installation fees for
users and may also waive initial monthly fees in order to encourage product
acceptance.

                                      (7)
<PAGE>

          Our initial focus will be on the hotel, cruise line and restaurant
businesses. We will be targeting the approximately 300,000 independent lodging
establishments and the niche market cruise lines throughout the world. To date
we have relationships with three cruise lines that are evaluating REZconnect(R).
Generally, these independent hotels and smaller cruise lines have reservation
systems that do not interface with the Internet. Management will seek to create
strategic alliances with domestic and international aggregators, to gain entree
to a large number of suppliers through a single source.

          In addition to strategic relationships with aggregators, the Company
will seek to enter into alliances with major booking engines. This will provide
the travel agents using these engines access to the niche markets targeted by
REZconnect(R). Additionally, we believe that REZconnect(R) can fill a void in
many on-line hotel reservation systems by assisting in "last room availability"
sales. This refers to the situation many hotels find themselves in if inventory
has not been updated. Room availability can appear to be zero through booking
engines and reservation centers run by the hotel chain when, in fact, the hotel
has rooms available. Rooms appear to have been filled when in fact they have
not, and potential customers are automatically turned away. With REZconnect(R)
potential customers who are normally turned away by booking engines and
telephone call centers can be captured by the hotel. The hotelier can manually
check availability before responding to the reservation request, thereby
allowing it to make better use of its room inventory, increasing revenues and
profits.

          The restaurant industry will be marketed to in two ways. First, we
intend to use our existing relationship with RestaurantRow.com to market
REZconnect(R) to restaurants that are reviewed at those sites. Currently, our
focus is to provide our net to phone application through RezCity.com and offer a
unique technology to restaurant subscribers of RezCity.com.

          After establishing itself in the hotel and restaurant fields, we
intend to explore other reservation-based and appointment scheduling businesses
and applications of the technology. Product extensions, such as the inclusion of
menus to mark items for pick up and delivery, are also being considered.
Finally, we note that the Company server is the repository of the reservation
information transmitted and ultimately could serve as the basis for an
information management application.

        Our strategy is to develop a B2B ("business to business") component. The
B2B activities include an interactive, real-time travel booking engine we
provide to our franchisees, SOHO agencies, independent travel agencies and
private-label websites for high demographic web commerce companies in industries
outside travel, all of whom gain cost-effective means of offering the travel
benefits negotiated by our purchasing power, while realizing added revenues.
These avenues will also provide us with access to additional travel customers
with little acquisition costs since the aforementioned are marketing their sites
to attract such web shoppers.

1.     Our current online, interactive sites (which are designed to generate
       visitors, purchases and create revenue) are the following:

               REZCONNECT.COM (TM)
               REZCITY.COM (TM)
               BOOKMYTRAVEL.COM (SM)

In the B2C (" business to consumer") component, we directly offer travel related
products to consumers through our own website. We will also expand our offline
distribution channels by developing our network of domestic and international
agencies as well our store-within-a-store Wal-Mart agencies. Additionally, we
have established innovative programs that we will offer directly to both travel
agencies and consumers alike, the first of which is an online, real-time,
reverse auction application. In this sector, our goals are to provide:

o   Competitive travel products;
o   Online capability to provide travel-relatedservices in real-time;
o   A customized and easy-to-use website that preserves each agency's
    corporate identity;
o   Access to our online system that interfaces with one of the leading
    centralized reservation systems, offering agencies an efficient
    mechanism to electronically book air travel, hotel rooms, car rentals,
    cruises and tours;
o   Enticing commission and override arrangements; and
o   Quality assistance to improve the execution of each agency's
    travel option.

2.  Private labeled travel agency site: high traffic or large e-commerce
    websites with outstanding demographics which offer our travel products
    within there existing sites under their own brand;
3.  Conversion Agencies -- full-service travel agencies
    Which will join our network or participate in some of our travel products
    and promotions; and

4.  SOHO Agencies-comprised of individuals who operate as satellite agencies
    from their own homes or work locations.

                                      (8)
<PAGE>

        Our strategy is clearly focused on propelling our B2B and B2C e-commerce
business through using our proprietary technology for our own websites and
applications for revenue producing from other websites that attract web visitors
primarily for their content, products and services outside of the travel
industry. Since research firms like Jupiter and Forrester Research have
projected that travel purchases will dominate web commerce in the next five
years, we believe that this approach will provide for low cost of acquisition of
customers to buy travel on sites with which they have familiarity that result in
sales for us.

        While we see our future growth coming heavily from the e-commerce side,
today the Company is a leading travel agency franchiser offering assistance to
qualified entrepreneurs to enter the travel agency business as well as assisting
existing agencies to benefit from using a global brand name and the accompanying
benefits. In fact, we are entering our 20th year of operation and are one of the
largest travel agency chains in the world. We have received international
recognition for the quality of our programs, services and relationships with our
franchisees. Currently, we have over 145 domestic travel agencies (broken into
classes, including start-up and conversions) and over 11 international travel
agencies.

        Through our retail franchise system, we feature a frequent flyer Miles
Program as a value added benefit to promote consumer loyalty. Under our Miles
Program, the first time a Travel Network customer travels, he or she receives an
introductory certificate for 1,000 miles, which may be utilized in conjunction
with any one of six-major United States air carriers. Thereafter, the consumer,
through subsequent travel, may earn additional miles in addition to that earned
under the airlines frequent traveler program. This enables Travel Network retail
customers to earn additional frequent traveler benefits (one from the airline's
frequent traveler program and a separate Miles Program benefit from Travel
Network), thereby enhancing consumer loyalty.

        Each of our franchisees are independently owned and operated at their
own respective leased locations. We provide our franchisees with training and
instruction in the Global Travel Network methods of operation, including
promotional assistance, agency development and expansion, computer usage,
operating procedure, travel product, advertising and related travel agency
management concepts. Throughout our franchise relationship, we provide continual
training and assistance, including online daily email newsletters, conferences,
and seminars, to add to the franchisees' skills and enhance the operation of
each Global Travel Network travel unit.

Competition
-----------

        We have the characteristics of both an online travel provider and a
brick and mortar travel agency. We rely on selling our travel-related products
through traditional brick and mortar travel agencies and online sites. Our
buying power and low acquisition costs differentiate us from our competitors.
This unique positioning results in having few direct competitors. Our
competition can be classified into three separate types of companies: the online
travel providers, the retail travel providers and electronic distributors of
travel information and services.

          We believe there are currently no direct competitors to the
REZconnect(R) technology. Those reservation systems that do exist, such as
Opentables.com in the restaurant field, Worldres in the hotel industry and
Uniglobe.com in the cruise field, require the use of proprietary computer
hardware and/or software and the maintenance of inventory. The lack of these
requirements is a major distinguishing factor and we believe a selling point for
REZconnect(R).

          Those websites one might assume are competitors, such as
Travelocity.com, Priceline.com, Expedia.com and Orbitz.com, actually are not.
Those sites are retailers of travel online, unlike the Company, which is serving
a facilitator function only. In addition, the REZconnect(R) target markets, are
generally not serviced by these companies. REZconnect(R) technology could
augment these sites, providing their users with access to the niche hotel,
cruise and restaurant markets that the Company is targeting which cannot be
booked in real time by these suppliers. This application of REZconnect(R) has
already been shown through its relationship with Worldspan.


          The Company's franchise travel agency business is subject to intense
competition. We anticipate that this will continue for the foreseeable future.

1.      Online Travel Providers
        -----------------------

          The numerous competitors in this category offer travel bookings solely
through the use of the Internet. The main online competitors include Expedia,
GetThere.com, Lowestfare.com, Travelocity.com and Priceline.com.

          Expedia and GetThere.com offer branded online travel services such as
airlines, hotels and car rental for leisure and small business travelers.

          Priceline.com offers similar travel booking capabilities to the other
online providers, but in a uniquely different fashion. Priceline.com allows
customers to bid their own price for domestic and international airlines and
hotel chain reservations. Priceline.com in turn searches, its database to
determine whether the request can be met, at the user's bid price. However, if
the bid price is met, the user has no flexibility to change any of the
arrangements made by Priceline.com or to meet his/her request.


2.      Retail Travel Providers
        -----------------------

          The retail travel providers offer various services to online travel
providers and through brick and mortar agencies such as the distribution of
vacation packages, designing and marketing travel programs, corporate travel
management, vacation products and travel related information. Companies such as
800 Travel Systems, Inc., Intrav, Inc., Global Vacation Group, Grand Adventures
Tour and Travel Publishing Corp., Navigant International, Uniglobe.com, Travel
Dynamics, Inc. and Travel Services International are included in this category.

        The retail travel provider most comparable to us is Uniglobe.com. It
provides products and services through the Internet to leisure and business
travelers and also operates a travel fulfillment center for home-based agents
and online companies.



Employees

          As of December 31, 2003, the Company had a total of 10 employees.

Bankruptcy

        None of our officers or directors has been involved as a debtor in any
proceedings under the U.S. Bankruptcy Code (or comparable foreign law).


                                   MANAGEMENT

Directors, Director-elect and Executive Officers

        Set forth below is certain information concerning the directors and
executive officers:


Name                  Age             Position/Title
----                  ---             --------------
Michael Y. Brent       62..............President, Chief Executive Officer
Derek J. Brent.        33..............VP/Comptroller, Secretary and Director
Harold L. Kestenbaum   54..............Director


                                      (9)
<PAGE>

        Mr. Michael Y. Brent, President, Chief Executive Officer, Secretary and
a Director, graduated from the University of Miami in June 1965 with a Bachelor
of Arts in administration and accounting. From July 1965 through 1974, he was a
Director of Convention Sales for his family hotel business. From 1974 - 1981,
Mr. Brent owned and operated his own travel company. In 1982, he helped start
Travel Network, Ltd. (one of our predecessors) and served as Vice President
until June 1989 when he became it's Chief Operating Office and a part owner. In
1994, Mr. Brent became our President and Chief Executive Officer. Mr. Brent owns
4,623,640 shares and is our largest shareholder.

        Mr. Derek J. Brent, a Director as well as Treasurer and Vice
President/Sales, joined our predecessor in May 1993 as sales consultant. In
1996, he became Director of Sales. Mr. Brent, the son of Michael Y. Brent,
graduated from the University of Maryland in June 1993 with a Bachelor of
Business Administration and Accounting,  majoring in accounting. He has passed
all necessary CPA examinations.

        Mr. Harold Kestenbaum, an independent Director of our predecessor since
1995, is also our franchise and general counsel. Mr. Kestenbaum has been engaged
primarily in the private practice of law, specializing in franchise law from his
Garden City,  New York offices.

Contract Managers

        Mr. Ori Klein, Chief Technology Officer, a key independent contractor,
has 5 years of experience in the conception, design and development of Internet
solutions and 10 years of MIS experience. During the last two (2) years, Mr.
Klein worked for a major web development company of which REZconnect(R) was a
significant client. Mr. Klein supervised and worked on our website and in the
development of our web pages, infrastructure and menu-driven systems.

Director, Officer and Contract Manager Compensation

        All employees are paid a salary commensurate with their responsibility
and position. Certain officers and contract managers are paid a bonus (see chart
below) based on our results of operations and the respective employee's
contribution there to. The following table sets forth certain information
regarding compensation for the fiscal year ended December 31, 2003, and the two
prior years, earned by or paid to our current Chief Executive Officer, other
executive officers and directors (collectively the "Directors and Officers") and
one independent contractor manager (with information prior to September 17, 1999
relative to our predecessor, Global Travel Network, L.L.C.):

<TABLE>
<CAPTION>

<S>                       <C>       <C>              <C>          <C>
                            Fiscal    Salary/          Bonus/       Stock
Directors and Officers      Year    Consulting Fee    Commission   Options(1)(2)(6)
                            (4)(5)
----------------------      ----    --------------    ----------   -------------
 Michael Y. Brent (1)(2)    2003       216,951          $60,000    N/A
                            2002       197,229          $60,000    N/A
                            2001       166,930          $58,300    N/A

 Derek J. Brent (1)         2003        56,375          N/A        N/A
                            2002        56,375          N/A        N/A
                            2001        46,286          N/A        N/A

 Harold L. Kestenbaum (3)   2003         4,800          -0-        N/A
                            2002         4,700          -0-        N/A
                            2001         5,000          -0-        N/A

Contract Managers
-----------------
 Ori Klein                  2003        36,000           -0-       N/A
                            2002        36,000           -0-       N/A
                            2001        48,000           N/A       N/A


</TABLE>


(1)  Messrs. M. Brent, Kestenbaum and D. Brent, our current Directors, are
     not paid separately for such director services, whether because the
     individual is an employee (in the case of Messrs. M. Brent and D. Brent) or
     Mr. Kestenbaum (whose monthly retainer, described in (3) below, includes
     Board participation). Directors' out-of-pocket expenses are reimbursed upon
     presentation of appropriate documentation.

(2)  See "Agreement with our Chief Executive Officer" with regard to Michael
     Y. Brent's long-term compensation agreement with us.

(3)  In the case of our franchise counsel, Mr. Kestenbaum is paid an annual
     retainer, payable in monthly installments, and does not participate in a
     bonus or commission arrangement.

(4)  Under our Employee Stock Option Plan, 500,000 shares of common stock
     have been reserved for issuance in 2000 and approximately 500,000 options
     have been granted to date to employees. Under such Plan, each employee is
     annually granted a minimum of 500 shares to a maximum of 10,000 shares
     (based upon tenure, position and job performance). Each option is
     exercisable over a 3-year period. So long as the employee continues in such
     capacity with us, options vest 1/3 annually on the anniversary of their
     original grant. In 2001 we modified the stock option plan and lowered the
     exercising price, for all employees, as follows: senior management from
     $3.00 to $1.00 per share and all other employees from $8.00 to $2.00 per
     share. The plan is administered by our Board of Directors acting as a
     Compensation Committee.

(5)  In 2003, all employees salaries were returned to their previous salary
     levels. In 2002 employees took a salary reduction of 15%-25% in exchange
     for shares of restricted common stock with a value, at the time of issue,
     equal to the reduction in salary. The reduction occurred in the 4th quarter
     of 2001 and continued in the 1st, 2nd and 3rd quarters of 2002.

(6)  During the 4 quarters of 2002, some of the officers took a reduction in
     salary and were paid in restrictive stock, and for the purposes of
     compensation was calculated at the market price of the share at the time of
     issuance with Derek Brent receiving 59,254 shares and Michael Brent
     receiving 247,895 shares.

                                      (10)
<PAGE>

Agreement with Our Chief Executive Officer

        We have entered into a long-term employment agreement with Michael Y.
Brent (our President and Chief Executive Officer). See "Risk Factors --
Dependence on Management." Under such agreement (which expires April 9, 2005 and
subjects him to confidentiality, non-raid and non-compete provisions), Mr. Brent
is paid, directly or indirectly, a combination of (i) a $200,000 salary and/or
consulting fee with annual increases of 6% and (ii) options and/or warrants,
determined by the Board acting as a Compensation Committee, based on our
financial performance. Mr. Brent will continue to be subject to his
confidentiality covenant and, for 3 years, his non-compete covenants. His estate
also receives a benefit in the amount of one year's salary, upon Mr. Brent's
death.

    Our counsel has advised us that we have a fiduciary responsibility for the
safekeeping and use of all company assets. Management is accountable to each
shareholder and required to exercise good faith and integrity with respect to
our affairs. (For example, management cannot commingle our property of any other
person, including that of any current or future member of management.)

    The SEC has stated that, to the extent any exculpatory or indemnification
provision includes indemnification for liabilities arising under the Securities
Act of 1933,it is the opinion of the SEC that this indemnification is contrary
to public policy and, therefore, unenforceable. Shareholders who believe that
our management may have violated applicable law regarding fiduciary duties
should consult with their own counsel as to their evaluation of the status of
the law at that time.

    According to federal and state statutes, including the Florida General
Corporation Law, shareholders in a corporation have the right to bring class
action suites in federal court to enforce their rights under federal securities
laws. shareholders who have management where the losses result from a violation
of SEC rules. It should be noted, however, that it would be difficult to
establish a basis for liability that we have not met these SEC standards. This
is due to the broad discretion given the directors and officers of a corporation
to act in our best interest.

Item 2.  Properties
-------  ----------

        Our principal executive office consists of approximately 2,000 sq. ft.
of leased space in an office building in Englewood Cliffs, New Jersey. The
current monthly rent is $3,666. The lease expires in April 2008. We have no
other offices and we do not own any properties. All franchised agency sites are
owned or leased directly by the franchisees for such agencies.

                                      (11)
<PAGE>

Item 3.  Legal Proceedings
-------  -----------------
None.



Item 4.  Submission of Matters to a Vote of Security Holders
-------  ---------------------------------------------------
None.


                                     PART II

Item 5.  Market for Registrant's Common Stock
-------  ------------------------------------

Common Stock Prices

      Our common stock has traded on the OTC Bulletin Board under the symbol
          "REZT" from August 29, 2001 to date.
      Prior thereto, it was traded under
          "ETRV" from September 17, 1999 to December 19, 1999 "ETVT" from
          December 20, 1999 to August 28, 2001
      Prior thereto, it was trading under the symbol "PLEX". The following table
sets forth the high and low closing share prices per share for the periods
indicated:


                                      High        Low
                                      ----      ---
Fiscal year ended December 31, 2003
     First quarter                    $0.80     $0.51
     Second quarter                    0.60      0.32
     Third quarter                     0.60      0.38
     Fourth quarter                    0.55      0.32

Fiscal year ended December 31, 2002
     First quarter                     $0.31    $0.14
     Second quarter                     0.56     0.30
     Third quarter                      0.56     0.30
     Fourth quarter                     1.01     0.20





        At December 31, 2003 the closing price per share for our common stock,
as reported by NASDAQ was $0.32.

Dividend Policy

        We have not declared nor paid a cash dividend on our common stock since
we became publicly owned. It is the policy of our Board of Directors to retain
all available funds to finance the development and growth of our business. The
payment of cash dividends in the future will be dependent upon our earnings and
financial requirements.

Shareholders

        As of May 13,2004, we had 451 common and no preferred shareholders of
record, exclusive of shareholders whose shares were held by brokerage firms,
depositories and other institutional firms in "street name" for their customers.

Recent Sales of Unregistered Securities
 None

                                      (12)
<PAGE>

Item 6.  Management's Discussion and Analysis or Plan of Operation
-------  ---------------------------------------------------------

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        REZconnect(R) Technologies, Inc. (the "Company") is a leading franchisor
of traditional "brick and mortar" travel agencies as well as Internet-based
travel-related services and technology developing unique reservation systems for
the travel and entertainment industry. We are also a full-service provider of
discount travel products and services to the leisure and small business
traveler. We operate the business under our trade names "Travel Network,"
"Global Travel Network" and "Travel Network Vacation Central" as well as web
sites "Bookmytravel.com," and "Rezconnect.com." We offer our customers a
reliable source of travel products and services through our agreements with
selected travel providers, including major airlines, cruise lines, hotels and
car rental agencies, as well as wholesale travel providers. In addition, we
offer our customers the ability to make reservations on over 424 airlines, at
more than 35,000 hotels and with most major car rental companies, cruise lines
and tour package operators.

REZconnect (R) Technologies, Inc. (the "Company") operations are comprised of 3
divisions. The first division is an extension of its travel franchise system.
The extension markets itself as REZcity.com, an online local city guide and
online travel store. The other 2 divisions of the Company include our technology
section, which builds reservation systems using proprietary patent pending
applications for suppliers within the travel industry. The 3rd division builds
online travel stores for consumers of travel agents, as well as Super Sites for
Travel Agents to book their clients travel. REZconnect Technologies, Inc. has
signed contracts with numerous Consortium groups to build online super sites for
their agent base. Contracts that have been signed include: Hickory Leisure,
InteleTravel, OSSN, ARTA, GTM and the IT Group.

REZconnect's consumer driven websites provide strong content and bookability
with over 60 booking engines incorporated into one site, covering all aspects of
the travel industry. Sites are available for use 24 hours, 7 days a week,
allowing travel agents the ability to personally follow-up with the online
consumer and provide customer service.

Our revenues are divided amongst our franchise systems. Travel Network and
RezCity plus our online website (Book My Travel), fees and travel services to
date has come from the franchise system, travel services and online site fees.
We expect that REZconnect(R)
Technologies will continue to play an important part in our 2004 revenue
projections as we release the various applications within the travel and
entertainment industries. During the last 3 years a larger portion of our
expenses were related to our technology development. These expenses have been
substantially reduced and should reflect in higher earnings in 2004.

OVERVIEW

        Our revenues to date is predominately comprised of franchise fees and
franchise service fees, commissions paid by travel providers and the retail
value of travel agency related sales plus online hosting fees for websites. In
addition, certain travel suppliers pay performance-based compensation known as
"override commissions" or "overrides." Commission revenues and gross retail
sales, net of allowances for cancellations, are recognized generally based on
the expected date of travel. Overrides are recognized on an accrual basis once
the amount has been confirmed with the travel supplier. Franchise fees are
recognized when all material services and conditions required of the Company
have been performed and collectability of the franchise fee is relatively
assured. We generally defer recognition of franchise fees until such amounts
have been collected from the franchisee. Franchise service fees are recognized
on the accrual basis as earned. Online travel income is recorded when earned and
is recognized based on the websites hosted.

        With respect to travel services, revenues are generated by transactions
with customers who make offers to purchase tickets supplied by participating
vendors. Because the Company is the merchant of record in these transactions,
revenue for these services includes the total amount billed to the customer.

        The commission rates paid by travel suppliers, in addition to overrides,
are determined by individual travel suppliers and are subject to change.
Historically, typical standard base commission rates paid by travel suppliers
have been approximately 10% for hotel reservations, 5% to 10% for car rentals
and 10% to 16% for cruises and vacation packages. Based on the past several
years leisure vendors (including tour operators, cruise lines and hotel and car
packagers) have not reduced their commission levels but in fact have offered the
Company incentive commissions above the standard compensation for its volume
business. The Company expects that its weighted average commission of online
transaction revenues will increase due to the fact that its leisure bookings are
much greater as a percentage of total sales than airline ticketing, the later
offering the Company lower commissions. There can be no assurance that travel
suppliers will not reduce commission rates paid to the Company or eliminate such
commissions entirely, which could, individually or in the aggregate, have a
material adverse effect on the Company's business, operating results and
financial condition. Each website travel store owner pays the Company a monthly
fee of $5.00-$49.00 (depending upon multiple user contracts) plus the Company
can earn transactional compensation from travel purchased off each website.


                                      (13)
<PAGE>

Results of Operations

        The following table sets forth, for the periods indicated, the
percentage relationship of certain items from the Company's consolidated
statement of operations to total revenues:


                                           Year Ended       Year Ended
                                          December 31,     December 31,
                                            2002              2003

Revenues

   Franchise  fees                            0.5 %             0.5 %
   Franchise service fees and other          26.6 %            23.7 %
   Travel products and services              64.0 %            57.0 %
   Advertising and other                      4.7 %             3.5 %
   Online Travel Stores                       4.2 %            15.3 %
                                             -------          --------

TOTAL REVENUES                               100 %            100 %
                                            -------          --------

Operating Expenses
   Cost of travel products and sales         57.7 %           58.5 %
   Marketing and selling                      3.9 %            4.5 %
   General and administrative                32.2 %           34.8 %
                                            -------          --------
Write-off of advertising receivable          63.8 %            - 0 -
Write-off of goodwill                         6.5 %            - 0 -
Write-off of capitalized software             - 0 -           32.6 %
Depreciation and amortization                14.2 %            15.7 %

TOTAL OPERATING EXPENSES                    178.3 %           147.1 %
                                            -------          --------

  Income (loss) before other
   Income and income taxes                  (78.3 %)         (47.1 %)
   Other income - primarily interest          1.46 %           1.0 %
                                            -------          --------
   Income (loss) before income taxes        (76.9 %)         (46.1 %)
   Income taxes                                -                  -
                                            -------          --------
 Net income (loss)                          (76.9 %)         (46.1 %)
                                            =======          ========


                                      (14)
<PAGE>

REVENUES

        Franchise Fees. Franchise fees increased in 2003 as compared to 2002 by
approximately $102,404 as a result of increasing market conditions and
management's decision in 2002 to focus a substantial portion of its resources on
the development and growth of the Company's Internet presence and new franchise
model, REZcity.com. In 2003, the Company increased its advertising and promotion
of franchising activities in its domestic markets, including its internet travel
services which overall has increased its franchise fees.

        Franchise Service Fees and online service fees in 2003 increased
similarly as compared to 2003 by approximately $482,650, an increase of 46.0%
This was attributable to more franchisees in the system, partially offset by
higher average franchise fees. Our franchise agreements require franchisees to
pay monthly franchise fees or hosting fees, which have annual scheduled
increases. Individual franchise arrangements can provide the Company with annual
fees ranging from $3,000 to $9,000 for Travel Network. In addition, each
franchise agreement has a provision for an increase in our service fee based on
year-over-year change in the consumer price index.

        Travel Products and Services. Travel products and services declined by
approximately $153,685 from 2002 to 2003, a decrease of approximately 6.4%. The
decrease is attributable to a decrease in the number of franchisees utilizing
the Company as their travel provider in 2003 OPERATING EXPENSES
        Cost of Travel Products and Services. Cost of travel products and
services increased by approximately $52,138 or 9.6% in 2003 as compared to 2002.
These costs increased as a result of higher travel related revenues. Cost of
travel products and services as a percentage of travel products and services
sales was approximately 39.9% for 2003 and 32% for 2002.

        Marketing and Selling. Marketing and selling expenses increased by
approximately $15,633 from 2003 to 2002. The increase represents a change of
approximately 8.5%. There were slight changes in payroll costs, commissions and
startup fees paid on the accounts receivable of the franchisees.

        General and Administrative. General and administrative expenses
increased by approximately $83,000 or 9% from 2002 to 2003. As a percentage of
total revenues, general and administrative expenses were 32% in 2003 as compared
to 34.8% in 2002. The increase in general and administrative expense in 2003 is
attributable to increases in consulting expenses related to the Company's
Internet activities.

     Goodwill and Other Intangible Assets. Goodwill and other intangible assets
were non-existent in 2003.

                                      (15)
<PAGE>

        Other items of expense are: the recording of an impairment of
advertising \receivables in the amounts of $1,496,000 in 2002. The $1,496,000
impairment was written off in 2002 when the Company recognized that the company
who guaranteed delivery of the advertising credits has ceased operations.
Rezconnect, after consulting with legal counsel, decided to write-off 100% of
this asset. This transaction has no affect on the 2003 financial statement.
Depreciation and amortization increased by $44,456 or 14.2% from 2002 to 2003.

In addition to the other expenses, we also recorded the impairment of capital
software in the amount of $783,207 in 2003. Impairment was written off in 2003,
when the Company concluded that the software application for
"net-to-phone-to-net" has not produced any revenues to date. Due to the rapid
changes in this sector, the Company could not produce any revenues by going
forward and decided to write-off 100% of this asset.


Variability of Results

        The Company's travel products and services gross bookings have increased
from 2002 to 2003 due to increase in the number of hosted websites including
additional franchises derived from REZcity.com and an increase in products and
services sold to travel agencies utilizing our unique private label agent only
web-based booking site. Cost of travel revenues have similarly increased from
2002 to 2003.

        As a result of the Company's operating history in online commerce and
the variability that can be experienced by our franchising operations, the
Company is unable to accurately forecast its revenues. The Company's current and
future expense levels are based predominantly on its operating plans. The
Company may be unable to adjust spending in a timely manner to compensate for
any unexpected revenue shortfall. Accordingly, any significant shortfall in
revenues would likely have an adverse effect on the Company's business,
operating results and financial condition. Further, the Company currently
intends to substantially increase its operating plans. The Company may be unable
to adjust spending in a timely manner to compensate for any unexpected revenue
shortfall. Accordingly, any significant shortfall in revenues would likely have
a material adverse effect on the Company's business, operating results and
financial condition. Further, the Company currently intends to substantially
increase its operating expenses to develop and offer new and expanded travel
services, to fund increased sales and marketing and customer service operations
to develop its technology and transaction processing systems. To the extent such
expenses precede or are not subsequently followed by increased revenues, the
Company's operating results will fluctuate and anticipated net losses in a given
period may be greater than expected.

        The Company expects to experience significant fluctuations in its future
quarterly operating results due to a variety of other factors, many of which are
outside the Company's control. Factors that may adversely affect the Company's
quarterly operating results include, but are not limited to (I) the Company's
ability to retain existing customers, attract new customers at a steady rate and
maintain customer satisfaction, (ii) changes in inventory availability from
third party suppliers or commission rates paid by travel suppliers, (iii) the
announcement or introduction of new or enhanced sites, services and products by
the Company or its competitors, (iv) general economic conditions specific to the
Internet, online commerce or the travel industry, (v) the level of use of online
services and consumer acceptance of the Internet and commercial online services
for the purchase of consumer products and services such as those offered by the
Company, (vi) the Company's ability to upgrade and develop its systems and
infrastructure and to attract new personnel in a timely and effective manner,
(vii) the level of traffic on the Company's online sites, (viii) technical
difficulties, system downtime or Internet brownouts, (ix) the amount and timing
of operating costs and capital expenditures relating to expansion of the
Company's business, operations and infrastructure, (x) governmental regulation
and (xi) unforeseen events affecting the travel industry, including terrorist
activities similar to September 11 and the conflict with Iraq.

        In addition, the Company expects that it will experience seasonality in
its business, reflecting seasonal fluctuations in the travel industry, Internet
and commercial online service usage and advertising expenditures. The Company
anticipates that travel bookings will typically increase during the first and
second quarter in anticipation of summer travel and will typically decline
during the third quarter. Internet and commercial online service usage and the
rate of growth of such usage may be expected typically to decline during the
summer. Depending on the extent to which the Internet and commercial online
services are accepted as an advertising medium, seasonality in the level of
advertising expenditures could become more pronounced for Internet-based
advertising. Seasonality in the travel industry, Internet and commercial online
service usage and advertising expenditures is likely to cause fluctuations in
the Company's operating results and could have a material adverse effect on the
Company's business, operating results and financial condition.

        Due to the foregoing factors, quarterly revenues and operating results
are difficult to forecast, and the Company believes that period-to-period
comparisons of its operating results will not necessarily be meaningful and
should not be relied upon as an indication of future performance. It is likely
that the Company's future quarterly operating results from time to time will not
meet the expectations of security analysts or investors. In such event, the
price of the Company's Common Stock would likely be materially and adversely
affected.

LIQUIDITY AND CAPITAL RESOURCES

        Cash used by operating activities in 2003 was approximately $109,736 as
compared to cash used in operating activities of $34,000 in 2002.

        Cash provided by financing activities was approximately - 0- in 2003 and
used by financing activities was approximately $325,000 in 2002. Cash provided
by financing activities in 2002 was mostly from the amount borrowed from the
SBA. As of December 31, 2003, we had approximately $62,718 in cash and
approximately $732,135 in short-term investments.

        The Company believes that cash and short term investments on hand at
December 31, 2003 and its cash flow from operations will be sufficient to meet
its obligation on a timely basis for the next 12 months.

                                      (16)
<PAGE>

FORWARD-LOOKING STATEMENTS

        All statements other than statements of historical fact included in this
annual report, including without limitation statements regarding the company's
financial position, business strategy and the plans and objectives of the
company's management for future operations are forward-looking statements. When
used in this annual report, words such as "anticipate", "believe," "estimate,"
"expect," "intend", and similar expressions, as they relate to the company or
its management, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of the company's management, as well as
assumptions made by and information currently available to the company's
management. Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors, including but not
limited to, business and economic conditions. Competitive factors and pricing
pressures, capacity and supply constraints. Such statements reflect the views of
the company with respect to future events and are subject to these and other
risks, uncertainties and assumptions relating to the operations, results of
operations, growth strategy and liquidity of the company. Readers are cautioned
not to place undue reliance on these forward-looking statements. The company
does not undertake any obligation to release publicly any revisions to these
forward-looking statements to reflect future events or circumstances or to
reflect the occurrence of unanticipated events.

        The brick and mortar franchise system of travel agencies is an
established 22-year old system. The Company has redirected its focus on our
internet products and services that include Rezcity.com, an online city guide
and travel store. It is also using its software applications, that it has
previously invested extensively in, to drive the online travel store to
independent retail travel agencies, as well as, developing reservations systems
which suppliers link their computer systems to airline computer systems and
interact via the internet to take bookings from travel agents and consumers
using its unique patent pending technology.



Item 7. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None

                                    PART III

Item 8.  Directors and Executive Officers, Promoters and Control Persons;
-------  -----------------------------------------------------------------------
         Compliance with Section 16(a) of the Exchange Act
         -------------------------------------------------


     The directors and executive officers of the Company are as follows:


Name                  Age    Position(s) with the Company
----                  ---    ----------------------------

Michael Brent . . .    62     President and Chief Executive Officer and Director
Derek Brent . . . .    33     VP/Comptroller, Secretary and Director
Harold Kestenbaum .    54     Director


        Michael Brent has been a director of the Company since September 1999.
He graduated from the University of Miami in June 1965 with a Bachelor of Arts,
in administration and accounting. From July 1965 through 1974, he was a Director
of Convention Sales for his family hotel business. From 1974 - 1981, Mr. Brent
owned and operated his own travel company. In 1982, he helped start Travel
Network, Ltd. (the Company) and served as Vice President until June 1989 when he
became its Chief Operating Officer and a part owner. In 1994, Mr. Brent became
the Company's President and Chief Executive Officer. As of December 1997, he
became sole owner of the Company. Mr. Brent has been a director of the Company
since 1999.

     Derek Brent has been a director of the Company since September 1999. He
joined the Company in May 1993 as a sales consultant. In 1996, he became
Director of Sales. Mr. Brent, the son of Michael Y. Brent, graduated from the
University of Maryland in June 1993 with a Bachelor of Business Administration
and Accounting, majoring in accounting. He has passed all necessary CPA
examinations. Mr. Brent has been a director of the Company since 1999. In
addition he currently serves as our principal accounting officer.

        Harold Kestenbaum has been an independent director the Company since
September 1999. Mr. Kestenbaum has been engaged primarily in the private
practice of law, specializing in franchise law from his Garden City, New York
offices.

Item 9.   Executive Compensation
-------   ----------------------

     The following table sets forth the annual and long-term compensation with
regard to the Chairman/Chief Executive Officer and each of the other executive
officers of the Company who received more than $100,000 for services rendered
for the fiscal years ended December 31, 2002, 2001 and 2000.

                                      (17)
<PAGE>

<TABLE>
<S>                       <C>         <C>          <C>     <C>          <C>             <C>
                                                  Summary Compensation Table

                            Annual Compensation              Long-Term Compensation
                          ---------------------------------  ----------------------------

                                                            Other Annual   Restricted   Securities
     Name and              Fiscal                           Compensation   Stock Awards  underlying
   All Other
Principal Position         Year         Salary      Bonus        (1)         ($)         Options/SARS(#)  Compensation
------------------         ------       ------      -----   ------------ ------------    ------------

Michael Y. Brent             2003      $216,951     -       $60,000             -             -
Chairman, President and      2002      $197,229     -       $60,000             -             -
Chief Executive Officer      2001      $166,930     -       $58,300
</TABLE>
<PAGE>


(1)  Includes automobile, medical and miscellaneous travel expenses.

Employment Contracts

     In March 2000, we entered into an employment agreement with Michael Y.
Brent, for a term expiring in 2005, providing for an annual base salary of
$200,000 a year with annual 6% increases thereafter, and bonus incentive of 10%
of all front end franchise fees earned by the Company.

Option/SAR Grants in Last Fiscal Year

        The following table sets forth certain information with respect to stock
options granted to the officers named in the Summary Compensation Table during
the fiscal year ended December 31,2002.

                                  Individual Grants
                   --------------------------------------------------
                       Number of       % of Total
                      Securities       Options Granted  Exercise
                      Underlying       Employees in       Price     Expiration
Name                Options Granted  (1)Fiscal Year     per Share      Date
----                 ---------------- -------------     ---------   ----------

Michael Y. Brent       200,000             40%           $1.00         2006
Stephanie Abrams       100,000             20%           $1.00         2006
Derek J. Brent         100,000             20%           $1.00         2006
(1)  These options are exercisable for seven years.

Aggregated Option/SAR Exercises and Fiscal Year-End Options/SAR Value Table

     The following information concerns the exercise of each stock option and/or
free standing SAR during the last fiscal year by each of the named executive
officers and the aggregate fiscal year-end value of unexercised options and
SARs.

<TABLE>

<S>                 <C>      <C>      <C>                         <C>
                                          Number of
                                       Securities Underlying           Value of Unexercised
                                        Unexercised Options            In-The-Money Options
                                         at Fiscal Year End              at Fiscal Year End
Name                 Exercise Realized Exercisable/Unexercisable   Exercisable/Unexercisable
-----                -------- -------- -------------------------   -------------------------

Michael Brent             -       -            - / 200,000                  $ - / -
Stephanie Abrams          -       -            - / 100,000                  $ - / -
Derek J. Brent            -       -            - / 100,000                  $ - / -

</TABLE>

Indemnification Agreements

        We have entered into separate indemnification agreements with our
officers and directors and we have agreed to provide indemnification with regard
to specified legal proceedings so long as the indemnified officer or director
has acted in good faith and in a manner he or she reasonably believed to be in,
or not opposed to, our best interests and, with respect to any criminal
proceedings, had no reasonable cause to believe his or her conduct was unlawful.
We only provide indemnification for expenses, judgments, fines and amounts paid
in settlement actually incurred by the relevant officer or Director, or on his
or her behalf, arising out of proceedings brought against the officer or
Director by reason of his or her corporate status.

Compliance with Section 16(a) of the Securities Exchange Act

        Section 16(a) of the Exchange Act requires our executive officers,
Directors and persons who own more than ten percent of a registered class of our
equity securities ("Reporting Persons") to file reports of ownership and changes
in ownership on Forms 3, 4, and 5 with the Securities and Exchange Commission
(the "SEC") and the National Association of Securities Dealers (the "NASD").
These Reporting Persons are required by SEC regulation to furnish us with copies
of all Forms 3, 4 and 5 they file with the SEC and NASD. Based solely on our
review of the copies of the forms we have received, we believe that all
Reporting Persons complied on a timely basis with all filing requirements
applicable to them with respect to transactions during fiscal year 2002.



                                      (18)
<PAGE>

Item 11.  Security Ownership of Certain Beneficial Owners and Management
--------  --------------------------------------------------------------

     The following table sets forth, as of March 18, 2003, information with
regard to ownership of our common stock by (1) each beneficial owner of 5% or
more of our common stock, based on filings with the Commission; (2) each
executive officer named in our "Summary Compensation Table"; (3) each of our
directors; and (4) all of our executive officers and directors as a group:


                               Common Stock             Percent
Name and Address (1)          Beneficially Owned        of Class
--------------------          ------------------        --------

Michael Y. Brent                 4,847,032               46.75%
Derek Brent                        162,328                1.56%
Harold Kestenbaum                    -                     -
Directors and Officers
 as a group (3 persons)          5,009,360               48.31%

-------
(1)  The address of each of the individuals and entities in this table is 560
     Sylvan Avenue, Englewood Cliffs, New Jersey 07632.


Item 12.    Certain Relationships and Related Transactions
--------    ----------------------------------------------

        The Company pays commissions to another company owned by Michael Brent.
Such payments totaled approximately $60,000 for the years ended December 31,
2003 and 2002 respectively.


                                      (19)
<PAGE>

                                     PART IV

Item 13.    Exhibits, Financial Statement Schedules and Reports on Form 8-K
--------    ---------------------------------------------------------------

     (a) Financial Statements

     The financial statements listed in the accompanying index to financial
statements and schedule on Page F-1 are filed as part of this report.
     (b) Exhibits

     Certain of the following exhibits (as indicated in the footnotes to the
list), were previously filed as exhibits to other reports or registration
statements filed by the Registrant under the Securities Act of 1993 or under the
Securities Exchange Act of 1934 and are herein incorporated by reference.



Exhibit
  No.                         Exhibits
-------                       --------

3.1   Certificate of Incorporation of the Company  (Incorporated by reference to
      Exhibit 3.1 to Registration Statement on Form S-18, File No. 33-29561-NY).
3.2   Certificate of Amendment to the Certificate of Incorporation of the
      Company (Incorporated by reference to Form 10-KSB for the fiscal year
      ended November 30, 1998).
3.3   Certificate of Amendment to the Certificate of Incorporation of the
      Company filed with the Secretary of State of New York on September 28,
      1999. (Incorporated by reference to Form 10-KSB for the fiscal year ended
      December 31, 1999.)
3.4   By-Laws of the Company, as amended.(Incorporated by reference to Exhibit
      3.2 to Registration Statement on Form S-18, File No. 33-29561-NY).
10.1  Employment Agreement between the Company and Michael Y. Brent, dated March
      1, 2000. (Incorporated by reference to Form 10-KSB for the fiscal year
      ended December 31, 1999.)
10.2  Lease Agreement between Wal-Mart Stores, Inc. and Travel Network dated
      as of July 1, 1996. (Incorporated by reference to Form 10-KSB for the
      fiscal year ended December 31, 1999.)
10.3  Form of Indemnification Agreement. (Incorporated by reference to Form
      10-KSB for the fiscal year ended December 31, 1999.)
10.4  Certificate of Amendment to the Certificate Incorporation of the Company
      filled with the Secretary of State of New York on September 28, 2000
      (Incorporated by reference to Exhibit 3.1.2 to Form SB-2 Registration
      Statement, File No. 333-4666)

31.1* Chief Executive Officer Certification  pursuant to Rule 13a-14(a) or
      15d-14(a) of the Securities  Exchange Act of 1934, as adopted  pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002

31.2* Chief Financial Officer Certification  pursuant to Rule 13a-14(a) or
      15d-14(a) of the Securities  Exchange Act of 1934, as adopted  pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002

32.1* Chief Executive Officer Certification  pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2* Chief Financial Officer Certification  pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 -----------------------
 * Filed herewith.


Reports in Form 8K
------------------

(b)  Change of Auditors and Late Filing of Form 10KSB.

     None


                                      (20)
<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, REZconnect(R) Technologies, Inc. has duly caused this
Report to be signed on its behalf by the undersigned thereunto duly authorized
on the 12th day of May, 2004.

                                  REZconnect(R)Technologies, Inc.

                                  /s/ Michael Y. Brent
                                  ------------------------------------
                                  Michael Y. Brent
                                  Chairman of the Board,
                                  President and Chief Executive Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of
REZconnect Technologies, Inc. (formerly ETRAVNET.COM, INC.) in the capacities
indicated on the 12th day of May, 2004.


/s/ Michael Y. Brent        Chairman of the Board             May 13,2004
Michael Y. Brent            President and
                            Chief Executive Officer

/s/ Derek Brent                   Director                    May 13,2004
Derek Brent

/s/ Harold Kestenbaum             Director                    May 13,2004
Harold Kestenbaum


                                      (21)
<PAGE>




                          REZCONNECT TECHNOLOGIES, INC.

                              FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2003 AND 2002




<PAGE>


                          REZCONNECT TECHNOLOGIES, INC.

                                TABLE OF CONTENTS

                     YEARS ENDED DECEMBER 31, 2003 AND 2002



                                                                      Page
                                                                      ----

Independent Auditors' Report                                            F1

Independent Auditors' Report                                            F2


Financial Statements

    Balance Sheets                                                      F3

    Statements of Operations                                            F4

    Statements of Changes in Stockholder's Equity                       F5

    Statements of Cash Flows                                            F6

Notes to Financial Statements                                           F7 - 19





<PAGE>




To the Board of Directors and Shareholders
Rezconnect Technologies, Inc.


We have audited the statement of operations, shareholders' equity, and cash flow
of Rezconnect Technologies, Inc (formerly Etravnet.Com, Inc.) for the year ended
December 31, 2002. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the statement of operations, shareholders' equity and cash flow
referred to above present fairly, in all material respects, the results of
operations and cash flow for the year ended December 31, 2002 of Rezconnect
Technologies, Inc., in conformity with accounting principles generally accepted
in the United States of America.



Garden City, New York
March 18, 2003

                                      (F1)
<PAGE>







                          INDEPENDENT AUDITORS' REPORT


Board of Directors
Rezconnect Technologies, Inc.
Englewood Cliffs, New Jersey


We have audited the accompanying balance sheet of Rezconnect Technologies,  Inc.
as of December 31, 2003, and the related  statements of  operations,  changes in
stockholder's  equity,  and cash flows for the year then ended.  These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Rezconnect  Technologies,  Inc.
as of December 31, 2003,  and the results of its  operations  and its cash flows
for the year then  ended in  conformity  with  accounting  principles  generally
accepted in the United States of America.

The financial  statements of  REZConnect  Technologies,  Inc. as of December 31,
2002, were audited by other auditors whose report dated March 18, 2003 expressed
an unqualified opinion on those statements.

Dischino & Associates, P.C.
Fairfield, New Jersey



May 6, 2004





                                      (F2)
<PAGE>
<TABLE>
<CAPTION>

                          REZCONNECT TECHNOLOGIES, INC.
                                  BALANCE SHEET
                                DECEMBER 31, 2003


                       ASSETS
<S>                                                                           <C>
CURRENT ASSETS
       Cash                                                                     $     62,718
       Short-term investments                                                        732,135
       Accounts receivable, less allowance for doubtful
             accounts of $4,061)                                                     255,244
       Current portion of notes receivable                                           112,490
                                                                                -------------
TOTAL CURRENT ASSETS                                                               1,162,587

OTHER ASSETS
       Capitalized software costs, at cost less accumulated
       amortization of $54,557 as of December 31, 2003.                               72,469
       Notes receivable, less current portion                                        637,444
       Security deposits receivable                                                   13,133
                                                                                -------------
TOTAL OTHER ASSETS                                                                   723,046
                                                                                -------------

TOTAL ASSETS                                                                    $  1,885,633
                                                                                =============

              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
       Accounts payable and accrued expenses                                    $    105,776
       Current maturities of long term debt                                           20,368
       Deferred revenue                                                              112,490
                                                                                -------------
TOTAL CURRENT LIABILITIES                                                            238,634

OTHER LIABILITIES
       Long term debt, less current maturities                                       300,802
       Deferred revenue                                                              632,862
       Security deposits payable                                                      26,266
                                                                                -------------
TOTAL OTHER LIABILITIES                                                              959,930
                                                                                -------------

TOTAL LIABILITIES                                                                  1,198,564

STOCKHOLDERS' EQUITY
       Common stock, par value $.001, 20,000,000 shares authorized,                   10,462
           10,462,983 shares issue and outstanding
       Additional paid-in capital                                                  6,439,863
       Accumulated deficit                                                        (5,763,256)
                                                                                -------------
TOTAL STOCKHOLDERS' EQUITY                                                           687,069

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $  1,885,633
                                                                                =============
</TABLE>



       See independent auditors' report and notes to financial statements



                                      (F3)
<PAGE>
<TABLE>
<CAPTION>

                          REZCONNECT TECHNOLOGIES, INC.
                             STATEMENTS OF OPERATION
                     YEARS ENDED DECEMBER 31, 2003 AND 2002

                                                                                       2003             2002
                                                                                -------------     -------------
<S>                                                                             <C>               <C>
       REVENUE
            Franchise fees                                                      $     115,280     $      12,876
            Franchise service fees and other                                          569,545           621,483
            Travel products and services                                            1,346,930         1,500,616
            Online travel income                                                      282,471            98,129
            Advertising and other                                                      85,862           110,010
                                                                                -------------     -------------

       INCOME BEFORE SELLING, GENERAL AND
            ADMINISTRATIVE EXPENSES                                                 2,400,088         2,343,114

       OPERATING EXPENSES
            Cost of travel services and products                                    1,403,054         1,350,916
            Depreciation and amortization expense                                     376,486           332,030
            Marketing and selling                                                     108,006            92,373
            General and administrative expenses                                       836,927           753,927
            Impaiment of capitalized software costs                                   783,207                 -
            Impairment of goodwill                                                          -           153,400
            Impairment of advertising receivable                                            -         1,496,000
                                                                                -------------     -------------
       TOTAL OPERATING EXPENSES                                                     3,507,680         4,178,646

       LOSS FROM OPERATIONS                                                        (1,107,592)       (1,835,532)

       OTHER INCOME (EXPENSE)
            Loss from sale of short-term investments                                  (14,113)                -
            Interest income                                                            18,225            34,200
            Interest expense                                                           (1,885)                -
                                                                                -------------     -------------
       TOTAL OTHER INCOME (EXPENSE), NET                                                2,227            34,200
                                                                                -------------     -------------

       INCOME BEFORE INCOME TAXES                                                  (1,105,365)       (1,801,332)

       INCOME TAXES                                                                     2,118                 -
                                                                                -------------     -------------

       NET LOSS                                                                    (1,107,483)       (1,801,332)

       PREFERRED STOCK DIVIDENDS                                                            -           (35,808)
                                                                                -------------     -------------

       NET LOSS APPLICABLE TO COMMON STOCKHOLDERS                               $  (1,107,483)    $  (1,837,140)
                                                                                ==============    =============

       EARNINGS (LOSS) PER SHARE:
            WEIGHTED AVERAGE COMMON SHARES
                   OUTSTANDING                                                      9,912,983         7,915,078
                                                                                =============     =============

       BASIC AND DILUTED LOSS PER SHARE                                         $       (0.12)    $       (0.23)
                                                                                =============     =============

       See independent auditors' report and notes to financial statements

</TABLE>

                                      (F4)
<PAGE>

<TABLE>
<CAPTION>

                          REZCONNECT TECHNOLOGIES, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                     YEARS ENDED DECEMBER 31, 2003 AND 2002



                                                                                            Additional
                                   Preferred Stock                          Common Stock     Paid-In      Accumulated
                                  Shares            Amount         Shares       Amount       Capital        Deficit         Total
                               ---------------     -------     ------------    --------  -------------- ---------------  ----------
<S>                           <C>                  <C>         <C>          <C>        <C>           <C>              <C>

BALANCE, BEGINNING OF OF 2002        143,497           143       6,321,769    $ 6,321   $  6,035,508   $  (2,854,441)   $ 3,187,531
COMMON SHARES ISSUED FOR
      SERVICES AND DIVIDENDS                 -           -         863,699        864        201,440                  -     202,304

PREFERRED DIVIDENDS                          -           -             -           -         (35,808)                -      (35,808)

ISSUANCE OF COMMON SHARES
      TO FORMER MEMBERS                      -           -       1,173,036      1,173         (1,173)                -           -

CONVERSION OF PREFERRED
      SHARES TO COMMON              (143,497)         (143)      1,004,479      1,004         (1,004)                -         (143)

NET LOSS                                     -           -             -           -               -      (1,801,332)    (1,801,332)
                               ---------------     -------     ------------    --------  -------------- ---------------  ----------

BALANCE, END OF 2002                         -           -       9,362,983    $ 9,362   $  6,198,963   $  (4,655,773)   $ 1,552,552

COMMON SHARES ISSUED FOR
      SERVICES AND DIVIDENDS                 -           -       1,100,000      1,100        240,900             -          242,000

ISSUANCE OF COMMON SHARES
      TO FORMER MEMBERS                      -           -                 -        -                -           -               -

NET LOSS                                     -           -                 -        -                -    (1,107,483)    (1,107,483)
                               ---------------     -------     ------------    --------  -------------- ---------------  ----------

BALANCE, END OF 2003                         -           -      10,462,983    $  10,462 $    6,439,863 $  (5,763,256)  $    687,069
                               ===============     =======     ===========    =========  ============== ================ ==========

       See independent auditors' report and notes to financial statements
</TABLE>

                                      (F5)
<PAGE>

<TABLE>
<CAPTION>

                          REZCONNECT TECHNOLOGIES, INC.
                             STATEMENT OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


                                                                                           2003                   2002
                                                                                      -------------     -------------
<S>                                                                                 <C>               <C>

      CASH FLOWS FROM OPERATING ACTIVITIES:
        Net loss                                                                      $  (1,107,483)    $  (1,801,332)
        Adjustments to reconcile net loss to net cash provided (used)
            by operating activities:
                Depreciation and amortization                                               376,486           332,030
                Impaitment of capitalized software costs                                    783,207                 -
                Impairment of goodwill                                                            -           153,400
                Impairment of advertising receivable                                              -         1,496,000
                Common shares issued for services                                           242,000           144,356
                Changes in assets and liabilities
                    Accounts receivable                                                      15,562            11,614
                    Notes receivable                                                       (233,012)          398,387
                    Security deposits receivable                                             (8,181)          (41,408)
                    Accounts payable and accrued expenses                                    24,163          (328,250)
                    Deferrred revenue                                                       228,430          (398,387)
                                                                                      -------------     -------------
      NET CASH PROVIDED BY OPERATING ACTIVITIES                                             321,172           (33,590)

      CASH FLOWS FROM INVESTING ACTIVITIES:
                Payment for software license fee and costs of development                  (297,827)          (58,128)
                Short term investments purchased                                            (20,615)         (210,785)
                                                                                      -------------     -------------
      NET CASH USED BY INVESTING ACTIVITIES                                                (318,442)         (268,913)

      CASH FLOWS FROM FINANCING ACTIVITIES:
                Proceeds from (repayment of) debt                                            (3,330)          324,500
                                                                                      -------------     -------------
      NET CASH USED BY FINANCING ACTIVITIES                                                  (3,330)          324,500
                                                                                      -------------     -------------

      NET INCREASE IN CASH                                                                     (600)           21,997

      CASH, BEGINNING OF YEAR                                                                63,318            41,321
                                                                                      -------------     -------------

      CASH, END OF YEAR                                                               $      62,718     $      63,318
                                                                                      =============     =============



                                 NON CASH INVESTING AND FINANCING ACTIVITIES
      Issuance of 1,000,000 shares of common stock                                    $     242,000     $         -
                                                                                      =============     =============
      Issuance of 100,000 common shares for for software                              $         -       $      22,000
                                                                                      =============     =============
      Preferred dividends paid by the issuance of common stock                        $         -       $      35,808
                                                                                      =============     =============


</TABLE>


       See independent auditors' report and notes to financial statements





                                      (F6)
<PAGE>









                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE 1 - NATURE OF OPERATIONS

Rezconnect  Technologies,  Inc.  (the  "Company")  is a  leading  franchisor  of
traditional  "brick  and  mortar"  travel  agencies  as well  as  Internet-based
travel-related services and technology developing unique reservation systems for
the travel  and  entertainment  industry.  The  Company  is also a  full-service
provider  of  discount  travel  products  and  services to the leisure and small
business  traveler.  It operates  the  business  under its trade  names  "Travel
Network",  "Global Travel Network" and "Travel Network Vacation Central" as well
as web sites "Bookmytravel.com".

The Company's operations are comprised of three divisions. The first division is
an extension of its travel  franchise  system.  The extension  markets itself as
REZcity.com,  an online local city guide and online travel store.  The other two
divisions  of  the  Company  include  our  technology   section,   which  builds
reservation systems using proprietary patent pending  applications for suppliers
within the travel  industry.  The 3rd division  builds  online travel stores for
consumers  of travel  agents,  as well as Super Sites for Travel  Agents to book
their clients travel.

All of the Company's franchised operations are independently owned and operated.
All sales of travel  products by the Company are made through its franchisees or
through its  interactive  web site.  Operational  expenses  consist of franchise
system  sales  and  support   personnel,   executive   management   and  minimal
administrative personnel.

The Company is also engaged in the wholesale travel business,  providing product
and services to its franchisees, which it obtains from tour operators and cruise
lines. The Company also operates a retail travel agency.

In 2002,  the Company  signed an  exclusive,  20-year  management  agreement  to
provide travel web site hosting for one of the Company's  clients,  "Your Travel
Biz,  Inc."  (YTB),  a  network  marketing  company  offering  its'  members  an
interactive consumer website from the Company.  Further, all travel arrangements
from the online  sites are  serviced by a division of the  Company.  The Company
host 3912 sites for YTB.

Beginning in 1999,  the Company began  developing  Internet-based  marketing and
technology services.

In recent years, the Company began shifting its operations away from franchising
in order to concentrate on developing its internet travel agency  business.  The
Company's  investments  in software  and  technology  are  directed  towards the
enhancement of its online travel agency.







                        See independent auditors' report




                                      (F7)
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of accounting
-------------------
The  financial  statements  have been  prepared  in  accordance  with  generally
accepted accounting principles, using the accrual method. Accordingly,  revenues
are recorded in the period in which they are earned and expenses are recorded in
the period in which they are incurred.

Use of estimates
----------------
The preparation of financial  statements in conformity  with generally  accepted
accounting principals requires management to make estimates and assumptions that
affect the  reported  amounts  of assets  and  liabilities  and  disclosures  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.  Significant estimates include
those  related  to  the   recoverability  of  the  advertising   receivable  and
capitalized software costs.

Revenue recognition
-------------------

Franchise Fees
--------------
Payment of an initial  franchise fee, which is due upon execution of a franchise
agreement,  can be in the form of cash, notes or a combination thereof.  Revenue
is deferred until all material services and conditions  required of the company,
prior to the  opening  of the  franchised  business,  have  been  performed  and
substantial doubts of collectibility have been eliminated,  usually upon receipt
of payment.

As of December  31, 2003 and 2002,  the Company has taken a reserve  against its
notes receivable and  corresponding  deferred revenue balance for  approximately
$237,000 due to non-collection of balances in recent years.

Travel Products and Services
----------------------------
Commissions earned from the sales of travel products and services are recognized
when  earned.  Revenues  earned  from all  other  sales of  travel  and  related
products,  where the Company is the credit card merchant of record, are recorded
when earned at their aggregate retail value. Cancellations have historically not
been material.

Advertising and Other
---------------------
Advertising,  franchise  service fees and other  revenues are recognized as they
become payable.  Other revenue consists  primarily of travel related income from
the operation of a retail travel Service and certain earned commissions.

Online Travel Income
--------------------
Online travel  income is recognized  when earned income is recorded on a monthly
basis based on the number of websites hosted.



                        See independent auditors' report


                                      (F8)
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Concentration of credit risk
----------------------------
The  Company is subject to credit  risk  through  its cash,  trade  receivables,
short-term  investments  and notes payable.  Credit risk with respect to cash is
minimized as the Company  maintains  deposits in accounts insured up to $100,000
by the Federal Deposit Insurance Corporation.  Credit risk with respect to trade
receivables  is minimized due to the nature of its customer base and  geographic
dispersion  of  such   customers.   Short-term   investments  are  placed  in  a
highly-rated mutual bond fund to minimize credit risk.

Financial instruments
---------------------
The Company's  financial  instruments  include cash, trade receivables,  current
maturities  of  notes   receivable  and  payables  for  which  carrying  amounts
approximate   fair  value  due  to  the  relatively   short  maturity  of  these
instruments.   The  carrying  value  of  the  Company's  short-term  investments
approximates fair value based on quoted market prices. Management has determined
that it would not be  practicable  to estimate the fair values of its  long-term
notes receivable.

Cash and cash equivalents
-------------------------
Cash and cash  equivalents  include all highly liquid  investments with original
maturities of three months or less when purchased.

Short-term investments
----------------------
Short-term  investments  consist of mutual  bond funds which are  classified  as
"available-for-sale"  Securities  and,  accordingly,  are carried at fair value.
Realized gains and losses are included in earnings; unrealized holding gains and
losses are reported as a separate  component of  stockholders'  equity.  At both
December 31, 2003 and 2002, cost approximated market value.

Goodwill
--------
The excess of cost over net assets acquired  (goodwill) was being amortized on a
straight-line basis over five years.

On January 1, 2002, pursuant to Statement of Financial  Accounting Standards No.
142,  "Goodwill  and Other  Intangible  Assets",  amortization  of goodwill  was
discontinued.  The Company  reviewed  the  remaining  goodwill  recorded and has
deemed it to have no value based upon current economic conditions.  Accordingly,
the  Company has  recorded a charge for  $153,400  to the  franchise  and travel
related management services segment of the Company.

The following table presents  adjusted net loss and loss per share data restated
to include the  retroactive  impact of the adoption of SFAS No. 142 for the year
2003 and 2002:





                        See independent auditors' report


                                      (F9)
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Goodwill(Continued)

                                         2003                    2002
                                     -------------           -------------

Net loss as reported                 $  (1,107,483)          $  (1,837,140)
Add back: Goodwill amortization              -                        -
Pro forma net loss                      (1,107,483)            (1,837,140)
Loss per share as reported               (0.12)                      (0.23)
Pro forma loss per share                 (0.12)                      (0.23)

Advertising
The Company expenses advertising costs as incurred. Advertising expense for 2003
and 2002 was approximately $3,596 and $17,511, respectively.

Recent Accounting Pronouncements
In January 2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
interpretation  No.  46,  "Consolidation  of  Variable  Interest  Entities  - an
interpretation  of ARB No. 51" ("FIN  46"),  which  addresses  consolidation  of
variable  interest  entities.  FIN 46 expands the criteria for  consideration in
determining  whether a variable  interest  entity  should be  consolidated  by a
business entity, and requires existing unconsolidated variable interest entities
(which include, but are not limited to, Special Purpose Entities, or SPEs) to be
consolidated by their primary  beneficiaries  if the entities do not effectively
disperse risks among parties involved.  This interpretation  applies immediately
to variable  interest  entities  created after January 31, 2003, and to variable
interest entities in which an enterprise obtains an interest after that date. It
applies in the first fiscal year or interim period beginning after September 15,
2003,  to variable  interest  entities in which an  enterprise  holds a variable
interest that it acquired before February 1, 2003. The adoption of FIN 46 is not
expected to have a material  impact on the results of  operations  or  financial
position of the Company.

In May 2003, the FASB issued Statement of Financial Accounting Standard ("SFAS")
No. 149,  "Amendment  of Statement  133 on  Derivative  Instruments  and Hedging
Activities".  SFAS No.  149  amends  and  clarifies  accounting  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts,  and for  hedging  activities  under  SFAS No.  133.  SFAS No. 149 is
effective for contracts  entered into or modified  after  September 30, 2003 and
for hedging  relationships  designed after  September 30, 2003. The Company does
not believe that the adoption of SFAS No. 149 will have a material impact on its
financial statements.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics  of both Liabilities and Equity." SFAS No. 150
established  standards for how companies classify and measures certain financial
instruments with characteristics of both liabilities and equity.


                        See independent auditors' report


                                      (F10)
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements(Continued)
-------------------------------------------
It requires  companies  to classify a  financial  instrument  that is within its
scope  as a  liability  (or an  asset in some  circumstances).  SFAS No.  150 is
effective beginning with the second quarter of fiscal 2004; the Company does not
believe  the  adoption  of SFAS  No.  150 will  have a  material  impact  on its
financial statements.

Accounts receivable and notes receivables
-----------------------------------------
The  Company  reflects  accounts  receivable  and  notes  receivables  at  their
outstanding  principal  balances as of the balance sheet date,  adjusted for any
charge-offs,  allowances.  In both  2003  and  2002,  the  Company  recorded  an
allowance  against its notes  receivables from franchisees and the corresponding
deferred revenue balances, due to the fact that the balances were not paid for a
few  years.  This  adjustment  did not  affect  the  Company's  profit  and loss
statement.

Profit sharing plan
-------------------
The  Company  sponsors  a defined  contribution  plan.  All  employees  who have
completed  1,000  hours  of  service  during  the  plan  year  may  participate.
Contributions  are accrued and paid out of the Company's  current profits at the
discretion of the Company's Board of Directors.

Employees may make voluntary  contributions,  subject to statutory  limitations.
The Company elected not to make a contribution for 2003 or 2002.

Comprehensive Income
--------------------
The company follows the provisions of Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" ("SFAS No. 130"). SFAS No.
130 establishes rules for reporting and display of comprehensive income and its
components. There are no items of other comprehensive income for 2003 and 2002.

Stock-based compensation
------------------------
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation"  (SFAS 123) requires that companies with stock-based  compensation
plans  recognize  compensation  expense  based on the  "fair  value"  accounting
method,  or to apply the  "intrinsic  value"  method  provisions  of  Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB
25), and  disclose pro forma net income  assuming the fair value method had been
applied.

The Company has elected to adopt the disclosure-only provisions of SAFS 123 and,
accordingly,  computes  compensation  expense for employees as prescribed by APB
25. Under APB 25,  compensation  cost,  if any, is measured as the excess of the
quoted market price of the Company's  stock at the date of grant over the amount
an  employee  must pay to  acquire  the  stock.  For stock  options  granted  to
non-employees,  expense is measured based on the fair value method prescribed by
SFAS 123.


                        See independent auditors' report


                                      (F11)
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Earnings (loss) per share
-------------------------
Basic  earnings  (loss) per share are based on the  weighted  average  number of
common shares outstanding.  Diluted earnings (loss) per common share assume that
outstanding  common shares are increased by common shares issuable upon exercise
of stock options and the  conversion of preferred  stock where their exercise or
conversion would be dilutive.  In 2003 and 2002, the effects of assumed exercise
of options and  warrants  and/or the  conversion  of  preferred  shares would be
anti-dilutive.

Capitalized software costs
--------------------------
Pursuant to SOP 98-1,  "Accounting for Costs of Computer  Software  Developed or
Obtained for Internal  Use",  the Company  capitalizes  certain  costs  incurred
during an internal use software development project,  including costs related to
applications,  infrastructure,  and graphics  development  for the Company's web
site.  Capitalized  costs consist of the cost of the software license  agreement
(Note 3), and certain  external direct costs of materials and licensor  provided
services incurred in developing the software for its specific applications.

Capitalized  software costs are being  amortized over their expected useful life
of thirty-six months

Advertising Receivable
----------------------
In January,  2000,  the Company  entered into an  agreement  with a company that
specializes in arranging and brokering the placement of cable advertising. Under
the terms of the  agreement,  the Company  issued  207,289  shares of its common
stock in return  for the  promise by the other  party to  provide  approximately
$2,021,000 of cable  advertising  credits to the Company.  Through  December 31,
2000, the Company  utilized  approximately  $25,000 of such credits.  No credits
were  utilized  in 2002  and  2003.  Advertising  expense  is  charged  when the
advertising credits are utilized. An allowance of $500,000 was taken against the
receivable  balance as of December  31,  2001 due to non-use of the  advertising
credits  and a  dispute  with the  vendor  over the terms of the  agreement.  At
December  31,  2002 the  Company  discovered  that the  vendor  was no longer in
business.  As such, an impairment of $1,496,000  was recorded as of December 31,
2002.  The Company  intends to vigorously  pursue this matter in the near future
but has elected to record the impairment since the cable  advertising  placement
company has ceased operations and maybe judgment proof.

NOTE 3 - SOFTWARE LICENSE AGREEMENT AND DEVELOPMENT COSTS
---------------------------------------------------------

In 1999,  the Company  entered into a four-year  agreement  to license  software
designed  for and  expected  to be  utilized  by the  Company in its  e-commerce
activities.  In connection therewith, the Company paid the licensor an aggregate
of $50,000 in 1999 and 2000  ("initial  installment")  and granted the  licensor
warrants  to acquire an  aggregate  of 217,000  shares of the  Company's  common
stock.  The warrants,  which are  exercisable at between $4 and $5 per share for
four years (100,000 shares) and five years (117,000 shares), respectively,  were
valued  at an  average  of $4.40  per  share.  Commencing  in the year  that the
software  is  deemed  "available",  as that term is used in the  agreement,  the
Company was required to pay a license fee of $75,000.

                        See independent auditors' report


                                      (F12)
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE 3 - SOFTWARE LICENSE AGREEMENT AND DEVELOPMENT COSTS(CONTINUED)
--------------------------------------------------------------------

In February  2003,  the Company  reached an agreement with the licensor to waive
the license fee of $75,000 in return for the  issuance  of common  shares  worth
$50,000 at the time of issuance. The Company will then pay the licensor a 4% fee
on all revenue generated from the use of the net-to-phone  technology portion of
the software.

The Company has not generated  any revenue from this  technology.  In 2003,  the
Company elected to take an impairment of the remaining capitalized software cost
and the related  capitalized  consulting cost associated with the development of
the software.

NOTE 4 - LONG TERM DEBT
-----------------------

On January  11,  2002,  as a result of the events of  September  11, the Company
borrowed $324,500 from the United States Small Business Administration under its
disaster relief program. Payments were to commerce in January 2003. However, the
Small Business  Administration  extended the commencement date to November 2003.
The loan is repayable on a monthly  installment of $2,607 including  interest at
4% per annum through October 2017. The loan is guaranteed by the Company's chief
executive officer and is collateralized by the accounts  receivable and property
and equipment of the Company.

Minimum  principal  payments  under long term debt  agreement as of December 31,
2003 are as follows:

         2004                              $    20,368
         2005                                   21,092
         2006                                   21,842
         2007                                   22,619
         2008                                   23,423
         Thereafter                            211,826
                                               -------

         Total                             $   321,170
                                               =======

NOTE 5 - COMMIMENTS AND CONTINGENCIES
-------------------------------------

Leases
The Company is  obligated  under an office  lease,  renewed in 2003 and extended
until April 30, 2008, to pay minimum annual rentals,  currently at $44,000, plus
real estate taxes and operating cost charges.

In addition, the Company has entered into various lease agreements with Wal-Mart
Stores,  Inc.  (Wal-Mart) for 10 locations pursuant to a master lease agreement.
The Company has also entered into sub-lease  agreements with franchisees at many
of these Wal-Mart locations.

                        See independent auditors' report


                                      (F13)
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE 5 - COMMIMENTS AND CONTINGENCIES(CONTINUED)

Leases(continued)
The  Company  has an option  to renew  both the  leases  with  Wal-Mart  and the
subleases with the franchisees for a two-year  period and,  additionally,  three
one-year periods.

The  following  is a summary  of net rental  expense,  included  in general  and
administrative expenses, under all operating leases:



                                               2003               2002
                                               ----               ----

Minimum rentals                           $  248,160          $  349,854
Less: Sublease rentals                       222,646             349,854
                                             -------             -------

Net rental expense                        $   25,514          $        -
                                            ========             =======

Minimum future rental payments under non-cancelable  operating leases (including
the Wal-Mart location  leases),  having initial terms in excess of one year, are
as follows:

         2004                             $   73,447
         2005                                 44,333
         2006                                 46,333
         2007                                 48,333
         2008                                 16,333
                                             --------

         Total                            $  228,779
                                             =======

The minimum  future  rentals have not been reduced by  approximately  $12,542 of
sublease rentals to be received in the future under non-cancelable subleases.

Legal Proceedings
-----------------
The Company is involved in legal  proceedings  incurred in the normal  course of
business. At December 31, 2003 and 2002, in the opinion of management, there are
no proceedings  that would have a material  effect on the financial  position of
the Company if adversely decided.

Employment Agreement
--------------------
During 2000, the Company entered a five-year employment agreement with its Chief
Executive Officer ("CEO").  Pursuant to the agreement, the CEO is paid an annual
base salary of $200,000 per year with annual 6% increases, and a bonus incentive
equal to 10% of all initial franchise fees earned by the Company.  Additionally,
the  agreement  provides  the CEO  certain  rights  in the  event of a change in
control of the Company.





                        See independent auditors' report


                                      (F14)
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE 6 - STOCKHOLDERS' EQUITY
-----------------------------

Preferred Stock
---------------
During the third quarter of fiscal 2000,  the Company  issued  143,497 shares of
its series A 7% cumulative convertible preferred stock at $7.00 per share. These
shares,  with a par value of $.001,  are  convertible  into two shares of common
stock, subject to adjustment. Also attached to each share of the preferred stock
is a warrant to purchase one share of common  stock at $10.00.  The warrants are
exercisable for a period of up the three years. Total proceeds,  net of issuance
costs,  were $896,178.  The preferred shares had a liquidation  preference of $7
per share.

During 2002, the Company offered its preferred shareholders the right to convert
each of their units into seven shares of common stock.  As of December 31, 2002,
all of the preferred  shares were converted into common shares.  Total dividends
paid on the preferred  stock in 2002 were $35,808.  The $35,808 was paid in 2002
through the issuance of 210,635 common shares.

Common Stock Issued
-------------------
During the year ended December 31, 2003 and 2002,  the Company issued  1,100,000
and 819,601 shares of common stock,  respectively,  which were recorded at their
fair value at the time of issuance, as follows:
<TABLE>
<CAPTION>

                                             2003                           2002
                                    ---------------------------    --------------------------
                                    No. of Shares        Amount     No. of Shares      Amount
                                    -------------        ------     -------------      ------

<S>                                  <C>             <C>            <C>            <C>
Website & travel contracts            1,000,000       $ 220,000          -             -
Employee compensation                     -                -          353,956       $ 113,356
Advertising expense                      20,000       $   4,400          -             -
Capitalized software cost                80,000       $  17,600       100,000       $  22,000
Consulting expense                        -               -           155,000       $  31,000
Preferred dividends                       -               -           210,000       $  35,808
                                       ---------       --------      -------       ---------
                                       1,100,000      $ 242,000      819,601        $ 202,164
                                       =========        =======      =======         =======
</TABLE>

On February 11, 2003, the Company's Board of Directors approved and ratified the
issuance of 800,000  shares to Your Travel Biz,  Inc. and 200,000  shares to YTB
Travel and Cruises,  Ltd. In exchange  for an exclusive  contract to service the
Company's web-sites and travel services over a 20-year period. In addition,  the
Company  loaned YTB Travel and Cruised Ltd. and Your Travel Biz, Inc.  $150,000.
$100,000 was provided in cash and the remaining  $50,000 was provided in credits
against monthly billings. The loan was repaid in full in November 2003.

In April and  September  2003,  the  Company  issued  50,000 and  30,000  shares
respectively to a vendor in payment for software development services rendered.



                        See independent auditors' report


                                      (F15)
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE 6 - STOCKHOLDERS' EQUITY(CONTINUED)
----------------------------------------

Common Stock Issued(continued)
------------------------------

In September 2003,  20,000 shares were issued to a vendor for the creation of an
infomercial.

As of December  31, 2003 and 2002,  common  shares are  reserved for issuance as
follows:

Warrants                                                        2003      2002
--------                                                        ----      ----
Exercisable at $5.00 per share through December 2004          $217,000  $217,000
Exercisable at $10.00 per share through November 2003             -      143,497

Options
-------
Exercisable at various amounts through 2006 (weighted
 average of $1.08 per share)                                   475,000   475,000
                                                               -------   -------

Total                                                         $835,497  $835,497
                                                               =======   =======


A summary of stock option activity and weighted  average  exercise price for the
year ended December 31, 2003 and 2002 are as follows:

                                                            Weighted
                                                             Average
                                          Options         Exercise Price
                                          -------         --------------

Outstanding, January 1, 2002              475,000            $   1.08
  Granted                                       -                   -
  Exercised                                     -                   -
Forfeited/Cancelled                       -------            --------
Outstanding, December 31, 2002            475,000            $   1.08
  Granted                                       -                   -
  Exercised                                     -                   -
Forfeited/Cancelled                       -------            --------
Outstanding, December 31, 2003            475,000            $   1.08
                                          =======            ========

Options
A summary of stock options  outstanding  and exercisable as of December 31, 2003
are as follows:






                        See independent auditors' report


                                      (F16)
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE 6 - STOCKHOLDERS' EQUITY(CONTINUED)
----------------------------------------

Options(continued)
------------------

---------- ------------ -------------- ----------- ------------ --------------
                              Options  Outstanding   Options    Exercisable
---------- ------------ -------------- ----------- ------------ --------------
                        Weighted       Weighted                 Weighted
Exercise   Number       Average        Average     Number       Average
Prices     Outstanding  Remaining Life Exercise    Exercisable  Exercise Price
---------- ------------ -------------- ----------- ------------ --------------

---------- ------------ -------------- ----------- ------------ --------------
$1.00      410,000      5 Years        $1.00       351,000      $1.00
---------- ------------ -------------- ----------- ------------ --------------
$2.00       65,000      5 Years        $2.00        45,000      $2.00
---------- ------------ -------------- ----------- ------------ --------------

------------------- ------------ ----------------- ---------------------------

The fair value of the options granted for the years ended December 31, 2003 were
estimated  using the  Black-Scholes  option pricing model based on the following
weighted average assumptions:

                                             2003             2002
                                             ----             ----

Risk free interest rate                      5.00%            5.00%
Expected volatility                        100.00%          100.00%
Expected remaining lives                     2                2
Expected dividend yield                     -0-              -0-


Had compensation cost for employee stock options been determined consistent with
SFAS 123, the  Company's  net loss and loss per share would have been as follows
for the year ended December 31, 2003:

                                            2003                2002
                                            ----                ----

Net loss as reported                      $1,179,952)     $(1,837,140)
Pro forma net loss                        $1,179,952)     $(1,924,360)
Loss per share as reported                $    (0.12)     $     (0.23)
Pro forma net loss per share              $    (0.12)     $     (0.14)

Merger Related items
--------------------
In  connection  with the September  1999 merger with  Playorena,  Inc.,  certain
Playorena  shareholders  agreed to  indemnify  the Company  with  respect to any
amount  paid  or  payable  by  the  Company  on  account  of  certain  Playorena
obligations amounting to approximately $332,000.
The  indemnification  relates to any claims made by a potential  creditor within
three years from the date of the merger.  For this  reason,  the Company did not
include these obligations of Playorena in its financial statements.


                        See independent auditors' report


                                      (F17)
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE 6 - STOCKHOLDERS' EQUITY(CONTINUED)
----------------------------------------

Merger Related items(continued)
In connection  with the above,  former members of al limited  liability  company
that  was  a  predecessor   to  the  Company  were   entitled  to   preferential
distributions of $258,000. The Company issued approximately  1,172,000 shares of
its common stock in April 2003 in payment of the preferential distribution.

NOTE 7 - INCOME TAXES
---------------------
As a result of the  Company's  operating  losses in 2003 and  2002,  no  current
income taxes are provided.

The  Company  has net  deferred  tax assets of  approximately  $2,302,993  which
consists  principally  of the income tax  benefits of net  operating  loss carry
forwards of  approximately  $5,757,483 which begin to expire in 2019. Due to the
Company's  history of operating  losses, a valuation  allowance in the amount of
net deferred assets has been recorded.

NOTE 8 - RELATED PARTY TRANSACTIONS
-----------------------------------
The  Company  pays  consulting  fees to a company  owned by the chief  executive
officer who is a significant shareholder. Expenses totaled approximately $60,000
each for the years ended  December  31, 2003 and 2002.  As of December 31, 2003,
$30,000 remains unpaid.

NOTE 9 - SEGMENT INFORMATION
----------------------------
The  Company  operates  in  three  business  segments:   providing  and  selling
management   services  within  the  travel   industry,   including   franchising
activities,  developing and commercializing  Internet-based  technology programs
and on-line travel store services.

Summarized financial information concerning the Company's reportable segments is
shown in the following  table.  The "other" column includes  corporate items not
specifically allocated to the segments.
<TABLE>
<CAPTION>

---------------------------------------- --------------- ------------------- ---------- -----------
         Year Ended      Franchise and                     Online Travel
                             Travel         Internet           Store            Other      Total
                            Related
      December 31,2003    Management       Technology         Services
                           Services         Programs
------------------------ --------------- --------------- ------------------- ---------- -----------
<S>                      <C>             <C>             <C>                  <C>       <C>
Revenues                      2,117,616              -           282,471             -   2,400,087
------------------------ --------------- --------------- ------------------- ---------- -----------

Segment profit (loss)          (230,262)    (1,125,167)          247,946             -  (1,107,483)
------------------------ ---------------- --------------- ------------------- ---------- -----------
Total assets                    963,311             -            127,469       794,853   1,292,604
------------------------ --------------- --------------- ------------------- ---------- -----------
Capital expenditures                  -             -             46,898             -      46,898
------------------------ --------------- --------------- ------------------- ---------- -----------
Depreciation and
amortization                          -      1,125,167            34,525             -    1,159,692
------------------------ --------------- --------------- ------------------- ---------- -----------
Interest income                       -              -                 -         18,225      18,225
------------------------ --------------- --------------- ------------------- ---------- -----------


                        See independent auditors' report


                                      (F18)
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE 9 - SEGMENT INFORMATION(CONTINUED)
---------------------------------------

------------------------ --------------- --------------- ------------------- ---------- -----------
         Year Ended      Franchise and                     Online Travel
                             Travel         Internet           Store            Other      Total
                            Related
      December 31,2002    Management       Technology         Services
                           Services         Programs
------------------------ --------------- --------------- ------------------- ---------- -----------
Revenues                      2,244,985            -              98,129             -    2,343,114
------------------------ --------------- --------------- ------------------- ---------- -----------

Segment profit (loss)        (1,585,004)    (291,413)             40,855        34,200   (1,801,332)
------------------------ --------------- --------------- ------------------- ---------- -----------
Total assets                    809,041      874,238              60,096       774,838    2,518,213
------------------------ --------------- --------------- ------------------- ---------- -----------
Capital expenditures                  -            -              80,128             -       80,128
------------------------ --------------- --------------- ------------------- ---------- -----------
Depreciation and amortization    20,585      291,413              20,032             -       332,030
------------------------ --------------- --------------- ------------------- ---------- -----------
Interest income                       -            -                  -         34,200        34,200
------------------------ --------------- --------------- ------------------- ---------- -----------

</TABLE>




























                        See independent auditors' report


                                      (F19)
<PAGE>