REZCONNECT TECHNOLOGIES, INC
(formerly Etravnet.com)


                           Filing Type: 10KSB
                           Description: Annual Report
                           Filing Date: March 31, 2003
                            Period End: Dec 31, 2002


                Primary Exchange: Over the Counter Bulletin Board
                                  Ticker: REZT


<PAGE>


                                Table of Contents

             To jump to a section, double-click on the section name.

                                      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 Maters 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.................................................F5

<PAGE>

                                     10KSB1

                       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, 2002
                                       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 March 31, 2003 was approximately $4,286,754.

     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,
2002, there were 9,142,407 shares of Common Stock, par value $.001 per share
outstanding.

<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 20 years. During this time, it has
created a network of over 215 domestic franchisees and 21 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.

      While 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.

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 55 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
would like to offer ASTA 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 would like to offer ASTA 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 3600 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.

      With the purchase of an online travel site, REZconnect will submit each
site to the major search engines twice a month, free of charge, utilizing a
proprietary program that captures each site's dynamic content, which will allow
the site to appear higher on the search listings.

      Recently the company that guaranteed us delivery of advertising credits
for cable TV has ceased operations and REZconnect has 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. Finally, the company recorded an
allowance against its notes receivable from franchisees and the corresponding
deferred revenue balances, due to the fact that the balances have not been paid
for a few years. This adjustment does not affect the Company's profit and loss
statement.

REZcity.com

      REZcity.com is an online city guide for over 50,000 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 $1000 as a one-time fee
with an annual hosting fee of $150.

      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 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.
All of the Company's franchised operations are independently owned and operated.
The Company operates two 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 2003, 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 are serviced by a division of the Company. We currently host 3060 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
      Zagat.com or 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.

      The communicator works off a software application that is downloaded from
      an e-mail broadcast or can be activated directly from the REZconnect or
      ASTA 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.

      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 relationships with Zagat Survey and RestaurantRow.com to
market REZconnect(R) to restaurants that are reviewed at those sites.
Additionally, we intend to undertake an intensive telephone and direct mail
marketing campaign to introduce the REZconnect(R) service to the restaurant
industry. These efforts will be undertaken first in the United States and then
internationally.

      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:

               ETRAVNET.COM (SM)
               REZCONNECT.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-related services 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 or "Power Partners" -- 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.

        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 215 domestic travel agencies (broken into
classes, including start-up and conversions) and over 21 international travel
agencies. In recognition of our stature, we were honored as a leading franchiser
by Income Opportunity Magazine, Entrepreneur Magazine, Travel Weekly and Tour &
Travel News.

        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, conferences, seminars, meetings and workshops 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.

Legal Proceedings

            In a lawsuit filed in Indiana on June 21, 1999, JCB Enterprises
("JCB"), a franchisee of the Company, sought monetary damages for alleged
violations of the Indiana Franchise Act and Indiana Deceptive Franchise
Practices Act, for common law fraud, rescission of the Franchise Agreement
between the Company and JCB as well as a declaratory judgment on whether a
partnership existed between JCB and the Company. JCB filed for bankruptcy
protection and JCB's interest in the lawsuit was transferred to JCB's bankruptcy
trustee. On August 2, 2001, pursuant to a motion to approve settlement filed by
JCB's bankruptcy trustee, the matter was settled. In connection there with, the
Company was required to pay by payment to the Trustee of $150,000. This amount
was charged to operations in 2001.

Employees

            As of December 31, 2002, 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:
<TABLE>
<S>                   <C>                   <C>
Name                  Age                   Position/Title
----                  ---                   --------------
Michael Y. Brent      60....................President, Chief Executive Officer, Secretary and
                                            Director
Derek J. Brent.       31....................Treasurer, Vice President/Sales and Director
Harold L. Kestenbaum  52....................Director

</TABLE>

<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
4,000,000 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, 2002, 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>
<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)      2002       197,229    $60,000         N/A
                                  2001       166,930    $58,300         N/A
                                  2000       151,000    $58,000

    Derek J. Brent (1)            2002        56,375      N/A           N/A
                                  2001        46,286      N/A           N/A
                                  2000        46,000      5,000         N/A

    Harold L. Kestenbaum (3)      2002         4,700        -0-         N/A
                                  2001         5,000        -0-         N/A
                                  2000        15,000        -0-         N/A

Contract Managers
-----------------
    Ori Klein                     2002        36,000        -0-         N/A
                                  2001        48,000       N/A         N/A
                                  2000        96,000       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)     All 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.

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 $3,500. 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.

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:

<PAGE>

                                                  High           Low
                                                  ----           ---
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

Fiscal year ended December 31, 2001
     First quarter                             $0.84          $0.25
     Second quarter                             0.45           0.16
     Third quarter                              0.21           0.14
     Fourth quarter                             0.24           0.14




        At December 31, 2002 the closing price per share for our common stock,
as reported by NASDAQ was $$0.55.

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 March 31, 2003, we had 398 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

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 "Etravnet.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.

        Almost all of our revenue to date has come from the franchise system,
travel services and online site fees. We expect that REZconnect(R) technologies
will play an important part in our 2003 revenue projections as we release the
various applications within the travel and entertainment industries. During the
last 2 years, a larger portion of our expenses were related to our technology.

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. 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 15% 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.


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:
<TABLE>
<S>                                    <C>              <C>
                                       Year Ended       Year Ended
                                      December 31,   December 31,
                                         2001             2002

Revenues

   Franchise  fees                        4.2 %         0.5 %
   Franchise service fees and other      28.8 %        26.6 %
   Travel products and services          65.0 %        64.0 %
   Advertising and other                  2.0 %         4.7 %
   Online Travel Stores                                 4.2 %
                                        -------         -------

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

Operating Expenses
   Cost of travel products and sales     64.8 %        57.7 %
   Marketing and selling                  9.7 %         3.9 %
   General and administrative            45.7 %        32.2 %
                                        -------         -------
   Write-off of advertising receivable  12.6%          63.8 %
   Write-off of goodwill                  -0-           6.5 %
   Depreciation and amortization         2.7%          14.2 %

TOTAL OPERATING EXPENSES               135.5%         178.3 %
                                       -------        -------

  Income (loss) before other
   Income and income taxes               (35.5%)       (78.3%)
   Other income - primarily interest       1.2 %        1.46%
                                        -------         -------
   Income (loss) before income taxes         (34.3%)   (76.9%)
   Income taxes                            -                -
                                        -------         -------
 Net income (loss)                           (34.3%)   (76.9%)
                                        =======         =======

</TABLE>
<PAGE>

REVENUES

        Franchise Fees. Franchise fees declined in 2002 as compared to 2001 by
approximately $153,000 as a result of declining market conditions and
management's decision in 2001 to focus a substantial portion of its resources on
the development and growth of the Company's Internet presence. In 2002 and 2001,
the Company reduced its advertising and promotion of franchising activities in
its domestic and international markets because of time and cost considerations
and devoted increased attention to its development of Internet based travel
services.

        Franchise Service Fees and Other Service Fees. Franchise service fees
and other service fees in 2002 declined as compared to 2001 by approximately
$500,000, a decline of 45.5% This was attributable to less franchisees in the
system, partially offset by higher average franchise fees. Our franchise
agreements require franchisees to pay monthly franchise fees, which have annual
scheduled increases. Individual franchise arrangements can provide the Company
with annual fees ranging from $3,000 to $9,000. 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 decreased by
approximately $1,072,000 from 2001 to 2002, a decrease of approximately 42%. The
decrease is attributable to a decrease in the number of franchisees utilizing
the Company as their credit card merchant of record, less travel in general in
2002, especially post-September 11, 2001 and a decrease in override commissions
received. Online Travel income, the Company's new business segment, make up 4.2%
of revenue in 2002.

OPERATING EXPENSES

        Cost of Travel Products and Services. Cost of travel products and
services decreased by approximately $1,216,000 or 47% in 2002 as compared to
2001. These costs decreased as a result of lower travel related revenues. Cost
of travel products and services as a percentage of travel products and services
sales was approximately 90% for 2002 and 99% for 2001.

        Marketing and Selling. Marketing and selling expenses decreased by
approximately $293,000 from 2002 to 2001. The decrease represents a change of
approximately 76%. The significant changes were decreases in payroll costs,
commissions and startup fees paid on the accounts receivable of the franchisees.

        General and Administrative. General and administrative expenses
decreased by approximately $1,053,000 or 58% from 2001 to 2002. As a percentage
of total revenues, general and administrative expenses were 32.2% in 2002 as
compared to 45.7% in 2001. The decrease in general and administrative expense in
2002 is attributable to decreases in consulting expenses related to the
Company's Internet activities. A decrease in bad debts is partially attributable
to weaker market conditions and no litigation settlements in 2002 compared to
the settlement of litigation in 2001, in the amount of $150,000.

Goodwill and Other Intangible Assets

         Other items of expense are: the recording of an impairment of
advertising \receivables in the amounts of $1,496,000 and $500,000 in 2002 and
2001,respectively. The $1,496,000 impairment was recorded recently when the
Company discovered 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. The Company is reviewing its options
with such counsel. The write-off in goodwill, in the amount of $153,400 was
recorded following the Company's evaluation of its value in accordance, with
Statement of Financial Accounting Standards No. 142 which calls for an annual
assessment of any impairment of goodwill. Goodwill was deemed to have no value.
In addition, the Company recorded an allowance for approximately $237,000
against both its notes receivable from franchisees and deferred revenue balances
due to the fact that these balances have been outstanding for a few years and
have not been repaid. The recording of the allowance has no effect on the
Company's income statement.

Variability of Results

        The Company's travel products and services gross bookings have decreased
from 2001 to 2002 due to a decrease in the number of franchisees and decreases
in products and services sold. Revenues from travel products and services
decreased in conjunction with the decrease in gross bookings. Cost of travel
revenues have similarly decreased from 2001 to 2002.

        As a result of the Company's limited 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 2002 was approximately $34,000 as
compared to cash used in operating activities of $485,000 in 2001.

        Cash provided by financing activities was approximately $325,000 in 2002
and used by financing activities was approximately $35,000 in 2001. Cash
provided by financing activities in 2002 was mostly from the amount borrowed
from the SBA. As of December 31, 2002, we had approximately $63,000 in cash and
approximately $711,000 in short-term investments.

        The Company believes that cash and short term investments on hand at
December 31, 2002 and its cash flow from operations will be sufficient to meet
its obligation on a timely basis for the next 12 months.

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 21-year old system. The Company has redirected its focus on 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:
<TABLE>
<S>                   <C>     <C>
Name                  Age     Position(s) with the Company
----                  ---     ----------------------------

Michael Brent . . .   60      President and Chief Executive Officer and Director
Derek Brent . . . .   31      Vice President of Reservations and Director
Harold Kestenbaum .   52      Director
</TABLE>
<PAGE>

        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.

<TABLE>
<S>                        <C>       <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             2002     $197,229     -          $60,000            -            -
Chairman, President and      2001     $166,930     -          $58,300            -            -
Chief Executive Officer      2000     $151,000     -          $58,000
</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.


<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 and $58,300 for the years ended
December 31, 2002 and 2001 respectively.


                                     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.

<TABLE>
<S>    <C>
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)

</TABLE>

(b)  Reports on Form 8-K

     None

<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 31st day of March, 2003.

                                  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 31st day of March, 2003.


/s/ Michael Y. Brent        Chairman of the Board               March 31, 2003
Michael Y. Brent            President and
                            Chief Executive Officer

/s/ Derek Brent             Director                            March 31, 2003
Derek Brent

/s/ Harold Kestenbaum       Director                            March 31, 2003
Harold Kestenbaum

<PAGE>

CERTIFICATIONS

I, MICHAEL Y. BRENT, certify that:

1.      I have reviewed this annual report on Form 10-K of REZconnect
        Technologies, Inc.;
2.      Based on my knowledge, this annual report does not contain any untrue
        statement of a material fact or omit to state a material fact necessary
        to make the statements made, in light of the circumstances under which
        such statements were made, not misleading with respect to the period
        covered by this annual report; and
3.      Based on my knowledge, the financial statements, and other financial
        information included in this annual report, fairly present in all
        material respects the financial condition, results of operations and
        cash flows of the registrant as of, and for, the periods presented in
        this annual report.
4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and
         we have:
                a.      Designed such disclosure controls and procedures to
                        ensure that material information relating to the
                        Registrant, is made known particularly during the period
                        in which this annual report is being prepared.
                b.      Evaluated the effectiveness of the Registrant's
                        disclosure controls and procedures as of a date within
                        90 days prior to the filing date of this annual report
                        (the "Evaluation Date") and
                c.      Presented in this annual report, our conclusions about
                        the effectiveness of the disclosure controls and
                        procedures based on our evaluation as of the evaluation
                        date.
5.      The Registrant's other certifying officers and I have disclosed, based
        on our most recent evaluation, to the Registrant's auditors and the
        audit committee of the Registrant's board of directors.
                a.      All significant deficiencies in the design or operation
                        of internal controls which could adversely affect the
                        Registrant's ability to record, process, summarize and
                        report financial data and have identified for the
                        Registrant's auditors any material weaknesses in
                        internal controls; and
                b.      Any fraud, whether or not material, that involves
                        management or other employees who have a significant
                        role in the Registrant's internal controls; and
6.      The Registrant's other certifying officers and I have indicated that
        there were no significant changes in internal controls or in other
        factors that could significantly affect internal controls subsequent to
        the date of our most recent evaluation, including any corrective actions
        with regard to significant deficiencies and material weaknesses.


Date: 3/31/03

     /s/ Michael Y. Brent

     -----------------------------------------
     [signature]
     Chairman of the Board, President and Secretary

CERTIFICATIONS

I, DEREK J. BRENT, certify that:

1.      I have reviewed this annual report on Form 10-K of REZconnect
        Technologies, Inc.;
2.      Based on my knowledge, this annual report does not contain any untrue
        statement of a material fact or omit to state a material fact necessary
        to make the statements made, in light of the circumstances under which
        such statements were made, not misleading with respect to the period
        covered by this annual report; and
3.      Based on my knowledge, the financial statements, and other financial
        information included in this annual report, fairly present in all
        material respects the financial condition, results of operations and
        cash flows of the Registrant as of, and for, the periods presented in
        this annual report.
4.      The Registrant's other certifying officers and I are responsible for
        establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and
        we have:
                c.      Designed such disclosure controls and procedures to
                        ensure that material information relating to the
                        Registrant, is made known to us, particularly during the
                        period in which this annual report is being prepared.
                d.      Evaluated the effectiveness of the Registrant's
                        disclosure controls and procedures as of a date within
                        90 days prior to the filing date of this annual report
                        (the "Evaluation Date") and
                e.      Presented in this annual report our conclusions about
                        the effectiveness of the disclosure controls and
                        procedures based on our evaluation as of the evaluation
                        date.
5.      The Registrant's other certifying officers and I have disclosed, based
        on our most recent evaluation, to the Registrant's auditors and the
        audit committee of the Registrant's board of directors.
                f.      All significant deficiencies in the design or operation
                        of internal controls which could adversely affect the
                        Registrant's ability to record, process, summarize and
                        report financial data and have identified for the
                        Registrant's auditors any material weaknesses in
                        internal controls; and
                g.      Any fraud, whether or not material, that involves
                        management or other employees who have a significant
                        role in the Registrant's internal controls; and
6.      The Registrant's other certifying officers and I have indicated that
        there were no significant changes in internal controls or in other
        factors that could significantly affect internal controls subsequent to
        the date of our most recent evaluation, including any corrective actions
        with regard to significant deficiencies and material weaknesses.

Date: 3/31/03
/s/ Derek J. Brent

-------------------------------------------------
[signature]
Chief Financial Officer
<PAGE>
                          REZCONNECT TECHNOLOGIES, INC.
                          (FORMERLY ETRAVNET.COM, INC.)

                              FINANCIAL STATEMENTS
                                      AND
                                AUDITORS' REPORT

                     YEARS ENDED DECEMBER 31, 2002 AND 2001
<PAGE>

                                    CONTENTS
                                                                            Page
                                                                            ----
AUDITORS' REPORT                                                              1

FINANCIAL STATEMENTS
   Balance Sheet                                                              2
   Statements of Operations                                                   3
   Statement of Shareholders Equity                                           4
   Statement of Cash Flows                                                    5
   Notes to Financial Statements                                           6-15

<PAGE>

<PAGE>
                          INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying balance sheet of Rezconnect Technologies, Inc
(formerly Etravnet.Com, Inc.) as of December 31, 2002, and the related
statements of operations, shareholders' equity, and cash flows for the years
ended December 31, 2002 and 2001. 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 audits.

We conducted our audits 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 audits provide 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, 2002, and the results of their operations and their cash
flows for the years ended December 31, 2002 and 2001, in conformity with
accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the financial statements, the Company has adopted
Statement of Financial Accounting Standards No. 142 "Goodwill and Other
Intangible Assets', effective January 1, 2002.

Garden City, New York March 18,
2003

<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          (FORMERLY ETRAVNET.COM, INC.)

                                  BALANCE SHEET

                                DECEMBER 31, 2002

                                     ASSETS

<TABLE>
<CAPTION>
<S>                                                                 <C>         <C>
CURRENT ASSETS
   Cash (Note 1)                                                    $    63,318
              =                                                     ===========
   Short-term investments (Note 1)                                      711,520
   Accounts receivable, less allowance for doubtful
     accounts of $71,257 (Note 4)                                       270,806
   Current portion of notes receivable (Note 1)                          76,281
              -                                                     -----------
        Total Current Assets                                                    $ 1,121,925
PROPERTY AND EQUIPMENT, at cost, less accumulated
   depreciation of $109,947 (Note 1 and 4)                                               --
OTHER ASSETS
   Advertising receivable (Note 2)                                           --
   Goodwill (Note 1)                                                         --
   Notes receivable, less current portion (Note 1)                      440,641
   Capitalized software costs, at cost, less
     accumulated amortization of $                                      311,445
     (Notes 1 and 3)                                                    934,334
   Security deposits                                                     21,313
              -                                                     -----------
        Total Other Assets                                                        1,396,288
                                                                                -----------
        TOTAL ASSETS                                                            $ 2,518,213
                                                                                ===========
                      LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
   Current maturities of long term debt (Note 4)                    $     2,893
   Accounts payable and accrued expenses (Note 8)                        81,612
   Deferred revenue (Note 1)                                             76,281
                          -                                         -----------
        Total Current Liabilities                                               $   160,786
OTHER LIABILITIES
   Long term debt, less current maturities (Note 4)                     321,607
   Deferred revenue (Note 1)                                            440,641
   Security deposits                                                     42,627
                                                                    -----------
        Total Other Liabilities                                                     804,875
                                                                                -----------
        Total Liabilities                                                           965,661
COMMITMENTS AND CONTINGENCIES (Note 5)
SHAREHOLDERS' EQUITY (Notes 1, 3 and 6)
   Preferred stock, par value $.001; authorized
     5,000,000 shares; -0- shares issued and outstanding                     --
   Common stock, par value $.001; authorized
     20,000,000 shares; issued and outstanding 9,362,983 shares           9,362
   Additional paid-in capital                                         6,198,963
   Accumulated deficit                                               (4,655,773)
                                                                     ----------

        Total Shareholders' Equity                                                1,552,552
                                                                                -----------
        TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                              $ 2,518,213
                                                                                ===========
</TABLE>


                 See accompanying notes to financial statements.

                                       -2-
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          (FORMERLY ETRAVNET.COM, INC.)

                            STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


<TABLE>
<CAPTION>
                                                                 2002              2001
                                                              -----------      -----------
<S>                                                           <C>              <C>
Revenues (Note 1)
   Franchise fees                                             $    12,876      $   166,134
   Franchise service fees and other                               621,483        1,121,885
   Travel products and services                                 1,500,616        2,572,789
   Online travel income                                            98,129           18,271
   Advertising and other                                          110,010           81,530
                                                              -----------      -----------
      Total Revenues                                            2,343,114        3,960,609
                                                              -----------      -----------
Operating Expenses
   Cost of travel products and services                         1,350,916        2,567,492
   Marketing and selling                                           92,373          385,778
   General and administrative, including $144,356 and $97,292
      in 2002 and 2001 in the form of common stock issued
      to employees and others (Notes 2 and 5)                     753,927        1,807,568
   Impairment of goodwill (Note 1)                                153,400               --
   Impairment of advertising receivable (Note 2)                1,496,000          500,000
   Depreciation and amortization expense                          332,030          107,000
                                                              -----------      -----------
      Total operating expenses                                  4,178,646        5,367,838
                                                              -----------      -----------
      Loss before other income and income taxes                (1,835,532)      (1,407,229)
Other Income -primarily interest                                   34,200           46,932
                                                              -----------      -----------
      Loss before income taxes                                 (1,801,332)      (1,360,297)

Income taxes (Note 7)                                                  --               --
                                                              -----------      -----------
      Net loss                                                 (1,801,332)      (1,360,297)

Preferred stock dividends (Note 6)                                (35,808)         (69,775)

      Net loss applicable to common stockholders              $(1,837,140)     $(1,430,072)
                                                              ===========      ===========
   Earnings (Loss) Per Share:
     Weighted average common shares outstanding                 7,915,078        5,774,809
                                                              ===========      ===========
   Basic and diluted loss per share                           $      (.23)     $      (.25)
                                                              ===========      ===========
</TABLE>

                 See accompanying notes to financial statements.

                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                                                    REZCONNECT TECHNOLOGIES, INC.
                                                    (FORMERLY ETRAVNET.COM, INC.)

                                                 STATEMENTS OF SHAREHOLDERS' EQUITY

                                           FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

                                                                                           Additional
                                           Preferred Stock          Common Stock           Paid-In     Accumulated
                                        Shares        Amount      Shares      Amount       Capital       Deficit           Total

<S>                                    <C>          <C>         <C>           <C>        <C>            <C>             <C>
Balance - January 1, 2001              143,497      $ 143       5,620,379     $5,620     $ 5,974,074    $(1,494,144)    $ 4,485,693

Common shares issued for services
   and dividends (Note 6)                   --         --         701,390        701         131,209             --         131,910

Preferred dividends (Note 6)                --         --              --         --         (69,775)            --         (69,775)

Net loss                                    --         --              --         --              --     (1,360,297)     (1,360,297)

Balance, December 31, 2001             143,497        143       6,321,769      6,321       6,035,508     (2,854,441)      3,187,531

Common shares issued for services
   and dividends (Note 6)                   --         --         863,699        864         201,440             --         202,304

Preferred dividends (Note 6)                --         --              --         --         (35,808)            --         (35,808)

Issuance of common shares to former
   members                                  --         --       1,173,036      1,173          (1,173)            --              --

Conversion of preferred shares
   to common (Note 6)                 (143,497)      (143)      1,004,479      1,004          (1,004)            --            (143)

Net loss                                    --         --              --         --              --     (1,801,332)     (1,801,332)

Balance, December 31, 2002           $      --      $  --      $9,362,983     $9,362     $ 6,198,963    $(4,655,773)    $ 1,552,552
</TABLE>


                                      -4-
<PAGE>

                         REZCONNECT TECHNOLOGIES, INC.
                         (FORMERLY ETRAVNET.COM, INC.)
                            STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>

                                                                                    2002              2001
<S>                                                                              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                                       $(1,801,332)     $(1,360,297)
                                                                                 -----------      -----------
  Adjustments to reconcile net loss to net cash provided
    (used) by operating activities:
      Depreciation and amortization                                                  332,030          109,000
      Impairment of goodwill                                                         153,400               --
      Impairment of advertising receivable                                         1,496,000          500,000
      Common stock issued and stock options granted
        to employees and consultants                                                 144,356           97,292
      Changes in assets and liabilities:
        Accounts receivable                                                           11,614           91,665
        Notes receivable                                                             398,387           24,535
        Prepaid expenses and other current assets                                         --            1,857
        Security deposits                                                            (41,408)         (17,488)
        Accounts payable and accrued expenses                                       (328,250)          92,996
        Deferred revenue                                                            (398,387)         (24,535)
                                                                                 -----------      -----------
        Total adjustments                                                          1,767,742          875,322
                                                                                 -----------      -----------
        Net cash used by operating activities                                        (33,590)        (484,975)
                                                                                 -----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Payment for software license fee and costs of development                          (58,128)              --
  Redemption of (payments for) short-term investments                               (210,785)         530,483
                                                                                 -----------      -----------
        Net cash provided (used) by investing activities                            (268,913)         530,483
                                                                                 -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds of long term debt                                                         324,500               --
  Preferred dividends                                                                     --          (35,157)
                                                                                 -----------      -----------
        Net cash provided (used) by financing activities                             324,500          (35,157)
                                                                                 -----------      -----------
NET INCREASE IN CASH                                                                  21,997           10,351

CASH - beginning                                                                      41,321           30,970
                                                                                 -----------      -----------
CASH - end                                                                       $    63,318      $    41,321
                                                                                 ===========      ===========
                                 NON-CASH INVESTING AND FINANCING ACTIVITIES

Issuance of 100,000 common shares for software                                   $    22,000      $        --
                                                                                 ===========      ===========
Preferred dividends paid by issuance of common stock                             $    35,808      $    34,618
                                                                                 ===========      ===========
</TABLE>

                 See accompanying notes to financial statements.


                                      -5-
<PAGE>

                     REZCONNECT TECHNOLOGIES, INC. (FORMERLY
                               ETRAVNET.COM, INC.)

                          NOTES TO FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

 1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       BUSINESS

       The Company is engaged in the business of selling franchises to existing
       and start-up travel agency operators to use the Company's systems,
       methods and techniques for promoting and performing travel agency
       services. Franchisees are charged an initial franchise fee upon the
       signing of a franchise agreement. In addition to the initial fee,
       franchisees are required to remit monthly service and advertising fees,
       as defined in the franchise agreement, to the Company. Franchise
       agreements are typically for fifteen-year terms and are renewable for
       additional ten-year terms.

       The Company also sells area franchise agreements. Area franchisees are
       charged an initial fee upon the signing of a franchise agreement. In
       consideration for soliciting, screening, evaluating and introducing
       prospective franchisees to the Company, as well as undertaking certain
       franchiser responsibilities, the area franchisee receives from 50% to
       66-2/3% of any initial franchise fees, service fees and other revenues,
       as defined, for new franchises granted in the defined area. Such area
       franchise agreements are typically for a ten-year term and are renewable
       for one additional ten-year term.

       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.

       As of December 31, 2002, the Company has 215 franchises operating in 35
       U.S. states. Additionally, there are franchises in 4 countries.

       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.

       In 2001, the Company changed its name to Rezconnect Technologies, Inc.
       from Etravnet.Com, Inc.

       USE OF ESTIMATES

       The preparation of financial statements in conformity with generally
       accepted accounting principles 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.


                                      -6-
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                         (FORMERLY ETRAVNET.COM, INC.)

                         NOTES TO FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       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, 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.

       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.


                                      -7-
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          (FORMERLY ETRAVNET.COM, INC.)

                          NOTES TO FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       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, 2002 and 2001, cost
       approximated market value. ADVERTISING The Company expenses advertising
       costs as incurred. Advertising expense was approximately $17,511 and
       $31,700 for 2002 and 2001, respectively.

       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 2001: 2002 2001 Net loss as reported $ (1,837,140) $
       (1,430,072) Add back: Goodwill amortization - 46,000 Pro forma net loss
       (1,837,140) (1,384,072) Loss per share as reported (.23) (.25) Pro forma
       loss per share (.23) (.24) PROPERTY, EQUIPMENT AND DEPRECIATION Property
       and equipment is stated at cost, and consists of fixtures and store
       equipment. Major expenditures for property and those which substantially
       increase useful lives are capitalized. Maintenance, repairs and minor
       renewals are expensed as incurred. When assets are retired or otherwise
       disposed of, their costs and related accumulated depreciation are removed
       from the accounts and resulting gains or losses are included in income.
       Depreciation is provided by the straight-line method over the estimated
       useful lives of the assets, five to seven years.

       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 2002 or 2001.


                                      -8-
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          (FORMERLY ETRAVNET.COM, INC.)

                          NOTES TO FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       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 2002 and 2001.

       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 SFAS 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.

       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. Potentially
       dilutive securities are as disclosed in Note 4. In both 2002 and 2001,
       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. Capitalizable 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.

       RECLASSIFICATION

       The 2001 financial statements have been reclassified to conform to the
       2002 presentation. Such reclassification had no effect on net income.


                                      -9-
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                         (FORMERLY ETRAVNET.COM, INC.)

                          NOTES TO FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

2.     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 during 2001 and 2002.
       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. Recently, the Company
       discovered that the vendor is 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 judgement proof.

 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. 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
       revenues generated from the use of the net-to-phone technology portion of
       the software.

       During 2002, the Company acquired additional software for approximately
       $58,000 and the issuance of 100,000 common shares which were valued at
       the fair value of 22 cents a share when issued for a total of
       approximately $80,000.

 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
       commence in January 2003, however, the Small Business Administration
       extended the commencement date to November 2003. The loan is repayable in
       monthly installments 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 collaterized by the accounts receivable and property and
       equipment of the Company.

       Minimum principal payments under long term debt agreement as of December
       31, 2002 are as follows: 2003 $ 2,893 2004 17,768 2005 18,492 2006 19,245
       2007 20,029 Thereafter 246,073 Total $ 324,500



                                      -10-
<PAGE>

                         REZCONNECT TECHNOLOGIES, INC.
                         (FORMERLY ETRAVNET.COM, INC.)

                         NOTES TO FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


5.     COMMITMENTS 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 $42,000, 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 13 locations pursuant to a master
       lease arrangement. The Company has also entered into sub-lease agreements
       with franchisees at many of these Wal-Mart locations. 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:

                                                 2002         2001
                                               --------     --------
                    Minimum rentals            $349,854     $581,937
                    Less: Sublease rentals      349,854      561,895
                                               --------     --------
                                               $     --     $ 20,042
                                               ========     ========

       Leases

       Minimum future rental payments under noncancelable operating
       leases(inclthenWal-Mart location leases), having initial terms in excess
       of one year, are as follows:

                 2003                              $   229,540
                 2004                                   73,447
                 2005                                   44,333
                 2006                                   46,333
                 2007                                   48,333
                 Thereafter                             16,333
                 Total                             $   458,319

The minimum future rentals have not been reduced by approximately $235,188 of
sublease rentals to be received in the future under noncancelable subleases.

Legal Proceedings

In a lawsuit filed in Indiana on June 21, 1999, JCB Enterprises ("JCB"), a
former franchisee sought monetary damages for alleged violations of the Indiana
Franchise Act and Indiana Deceptive Franchise Practices Act, for common law
fraud, rescission of the Franchise Agreement with the Company, as well as a
declaratory judgment as to whether a partnership existed between JCB and the
Company. Subsequently, JCB filed for bankruptcy protection and JCB's interest in
the lawsuit was transferred to JCB's bankruptcy trustee ("Trustee"). On August
2, 2001, pursuant to a Motion to Approve Settlement filed by the Trustee, the
matter was settled. In connection therewith, the Company was required to pay the
Trustee $150,000 in settlement of all amounts due. This amount was charged to
operations in 2001.

Additionally, the Company is involved in other legal proceedings incurred in the
normal course of business. At December 31, 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.


                                      -11-
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          (FORMERLY ETRAVNET.COM, INC.)

                          NOTES TO FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

5.     COMMITMENTS AND CONTINGENCIES (CONTINUED)

       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.

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 to 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. Dividends paid on the preferred stock in 2002 and 2001 were
       $35,808 and $69,775, respectively. The $35,808 was paid in 2002 through
       the issuance of 210,635 common shares. The $69,776 was paid in 2001
       through the issuance of 247,268 common shares and $35,157 in cash.

       Common Stock Issued

       During the year ended December 31, 2002 and 2001, the Company issued
       819,601 and 701,390 shares of common stock, respectively, which were
       recorded at their fair value at the time of issuance, as follows:

<TABLE>
<CAPTION>
                                                                               2002                      2001
                                                                      ---------------------    -----------------------
                                                                      No. of Shares  Amount    No. of Shares    Amount
<S>                                                                     <C>         <C>           <C>         <C>
               Employee compensation                                    353,966     $113,356      202,266     $ 28,960
               Advertising expense                                           --           --       36,726       17,582
               Capitalized software cost                                100,000       22,000           --           --
               Consulting expense                                       155,000       31,000      215,000       50,750
               Preferred dividends                                      210,635       35,808      247,398       34,618
                                                                        -------     --------      -------     --------
                                                                        819,601     $202,164      701,390     $131,910
                                                                        =======     ========      =======     ========
</TABLE>

Common shares are reserved for issuance as follows:

     Warrants

     Exercisable at $5.00 per share through December 2004            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
                                                                     -------

     Total                                                           835,497
                                                                     =======


                                      -12-
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                         (FORMERLY ETRAVNET.COM, INC.)

                          NOTES TO FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


6.     STOCKHOLDERS' EQUITY (CONTINUED)

       Stock Options

       On November 26, 2001, the Company's Board of Directors approved a
       proposal to cancel the stock options previously offered to employees,
       officers and directors in September, 1999 and granted new stock options
       to existing employees, officers and director.

       A summary of stock option activity and weighted average exercise price
       for each of the years ended December 31, 2002 and 2001 follows:

<TABLE>
<CAPTION>
                                                                                 Weighted
                                                                                  Average
                                                               Options         Exercise Price
                                                               -------         --------------
<S>                                                             <C>               <C>
       Outstanding, January 1, 2001                             493,000           $4.02
       Granted                                                  475,000            1.08
       Exercised                                                     --              --
       Forfeited/Cancelled                                     (493,000)             --

       Outstanding, December 31, 2001                           475,000           $1.08
                                                                -------
       Granted                                                       --           $  --
       Exercised                                                     --           $  --
       Forfeited/Cancelled                                           --           $  --
                                                                -------
       Outstanding, December 31, 2002                           475,000           $1.08
                                                                =======

       Exercisable at December 31, 2002                         475,000           $1.08
                                                                =======
</TABLE>

       A summary of stock options outstanding and exercisable as of December 31,
       2002 follows:

<TABLE>
<CAPTION>
                                               Options Outstanding               Options Exercisable
                                       -----------------------------------  -----------------------------
                                          Weighted               Weighted                       Weighted
       Exercise         Number             Average                Average     Number            Average
       Prices         Outstanding        Remaining Life          Exercise   Exercisable      Exercise Price
       ------         -----------        --------------          --------   -----------      --------------
<S>     <C>             <C>                 <C>                  <C>          <C>               <C>
        $1.00           410,000             5 Years              $ 1.00       351,000           $1.00
        $2.00            65,000             5 Years              $ 2.00        45,000           $2.00
</TABLE>

The fair value of the options granted for the years ended December 31, 2002 and
2001 were estimated using the Black-Scholes option pricing model based on the
following weighted average assumptions:


                                        2002                    2001
                                        ----                    ----
Risk free interest rate                 5.00%                   6.00%
Expected volatility                   100.00%                 150.00%
Expected remaining lives                 2                       2
Expected dividend yield                 -0-                     -0-


                                      -13-
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          (FORMERLY ETRAVNET.COM, INC.)

                         NOTES TO FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


6.     STOCKHOLDERS' EQUITY (CONTINUED)

       Stock Options (Continued)

       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, 2002 and 2001:


                                                        2002            2001
                                                   ------------    -------------
         Net loss as reported                      $ (1,837,140)   $ (1,430,072)
       Pro forma net loss                          $ (1,924,360)   $ (1,436,522)
         Loss per share as reported                $       (.23)   $       (.25)
       Pro forma loss per share                    $       (.14)   $       (.25)
         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.

       In connection with the above, former members of a 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 2002 in payment of the
       preferential distribution.

7.     INCOME TAXES

       As a result of the Company's operating losses in 2002 and 2001, no
       current income taxes are provided. The Company has net deferred tax
       assets of approximately $1,860,000 which consists principally of the
       income tax benefits of net operating loss carryforwards of approximately
       $4,650,000 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.

8.     RELATED PARTY TRANSACTIONS

       The Company pays consulting fees to a company owned by the chief
       executive officer who is a significant shareholder. Expenses totalled
       approximately $60,000 and $58,300 for the years ended December 31, 2002
       and 2001, respectively. As of December 31, 2002, $40,000 remains unpaid.


                                      -14-
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                         (FORMERLY ETRAVNET.COM, INC.)

                          NOTES TO FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

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>
                                           Franchise
                                           and Travel                    Online
                                             Related        Internet     Travel
                                           Management      Technology     Store
          2002                              Services        Programs     Services     Other         Total
       ---------------------             -----------      ----------     --------    --------     -----------
       <S>                               <C>              <C>            <C>         <C>          <C>
       Revenues                          $ 2,244,985      $      --      $98,129     $     --     $ 2,343,114
       Segment profit (loss)             $(1,585,004)     $(291,413)     $40,885     $ 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

<CAPTION>
                                           Franchise
                                           and Travel                    Online
                                             Related        Internet     Travel
                                           Management      Technology     Store
          2001                              Services        Programs     Services          Other         Total
       ---------------------             -----------      ----------     --------         --------     -----------
       <S>                               <C>              <C>              <C>            <C>          <C>
       Revenues                          $ 3,960,609      $        --      $       --     $     --     $ 3,960,609
       Segment (loss)                    $(1,234,897)     $  (125,400)     $       --     $     --     $(1,360,297)
       Total assets                      $ 3,002,741      $ 1,165,651      $       --     $500,735     $ 4,669,127
       Capital expenditures              $        --      $        --      $       --     $     --     $        --
       Depreciation and amortization     $   109,000      $        --      $       --     $     --     $   109,000
       Interest income                   $        --      $        --      $       --     $ 46,932     $    46,932
</TABLE>

10.    SUBSEQUENT EVENTS

       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. The Company loaned YTB Travel and Cruises Ltd. and
       Your Travel Biz, Inc. $150,000, $100,000 of which will be repaid,
       beginning December 1, 2003, in monthly installments of $10,000 including
       interest at 8% per annum. The remaining $50,000 will be repaid through
       the issuance of credits against monthly billings.

                                      -15-