REZCONNECT TECHNOLOGIES, INC
                             (formerly Etravnet.com)


                           Filing Type: 10KSB
                           Description: Annual Report
                           Filing Date: April 1, 2002
                            Period End: Dec 31, 2001


                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............................................................4
        OPERATIONS............................................................4
        ETRAVNET.COM..........................................................6
        MANAGEMENT............................................................9
    Item 2.  Properties......................................................11
    Item 3.  Legal Procedings................................................11
    Item 4.  Sumbission of Matters to a Vote of Security.....................11

PART  II.....................................................................12
    Item 5.  Market for Registrant's Common Stock............................12
    Item 6.  Management's Discussion and Analysis or Plan of Operation.......13
        OVERVIEW.............................................................13
        REVENUES.............................................................15
        OPERATING EXPENSES...................................................15
        LIQUIDITY AND CAPTIAL RESROUCES......................................17
        FORWARD-LOOKING STATMENTS............................................17
    Item 7.  Financial Statements............................................17
    Item 8.  Changes in and Disagreements with Accountants
             on Accounting and Financial Disclosure..........................17

PART  III....................................................................18
    Item 9.  Directors and Executive Officers, Promoters and Control
             Persons;Compliance with Section 16(a) of the Exchange Act.......18
    Item 10. Executive Compensation..........................................18
    Item 11. Security Ownership of Certain Beneficial Owners and Managment...20
    Item 12. Certain Relationships and REalted Transactions..................20

PART  IV.....................................................................20
    Item 13. Exhibits, Financial Statement Schedcules
             and Reports on Form 8-K.........................................20

Balance Sheet................................................................F-2
Statements of Operations.....................................................F-3
Consolidated Statements of Shareholders' Equity..............................F-4
Statement of Cash Flows......................................................F-5
Notes to Financial Statements................................................F-5





                                      -2-
<PAGE>


                                     10KSB


                       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, 2001
                                       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-KSB or any
amendment to this form 10-KSB [ ].

     The aggregate market value of the voting stock held by non-affiliates of
the registrant as of April 1, 2002 was approximately $648,000.

     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,
2001, there were 6,321,769 shares of Common Stock, par value $.001 per share
outstanding.

                                      -3-
<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 approximately 215 domestic and international franchisees,
represented in 11 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.

OPERATIONS

Current Operations

         To date the Company's operations have been exclusively in the travel
agency business. These operations are comprised of the sale of travel agency
franchises and discount travel products and services.

         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 also generates retail travel agency revenues. 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.

                                      -4-
<PAGE>

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.

o        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.

         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.

                                      -5-
<PAGE>

         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 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) (expected to be online on or about April 1,
2002) 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:

                                      -6-
<PAGE>

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 their existing sites under their own brand;

3.   Conversion Agencies or "Power Partners" -- full-service travel agencies who
     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 which 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 21st year of operation and are one of the
largest travel agency chains in the world. It has received international
recognition for the quality of our programs, services and relationships with our
franchisees. Currently, we have over 300 domestic travel agencies (broken into
classes, including start-up and conversions) and over 50 international travel
agencies. In recognition of our stature, we were honored as a leading franchiser
by Income Opportunity Magazine (2000), Entrepreneur Magazine (2000), Travel
Weekly and Tour & Travel News (2001).

        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 airline's 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.

                                      -7-
<PAGE>

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. We
differentiate ourselves through our buying power and low acquisition costs. This
unique positioning results in us 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
Unigolbe.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 and lowestfare.com, actually are not. Those sites
are retailers of travel online, unlike the Company, which is serving a
facilitator 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.

        Lowestfare.com provides reservation on over 400 airlines worldwide and
finds customers last-minute specials, with savings off the published fare. It
also offers reservations at more than 39,000 hotels at select discounts and
discounted vacation packages and tours. Lowestfare.com is working with
Thestreet.com to offer private-label Web travel.

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.

                                       -8-
<PAGE>

        The retail travel provider most comparable to us is Uniglobe.com.
Uniglobe.com 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, recission 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 the Trustee $150,000. This amount has been paid and
was charged to operations in 2001.

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      59....................President, Chief Executive Officer, Secretary and Director
Derek J. Brent.       30....................Treasurer, Vice President/Sales and Director
Harold L. Kestenbaum  51....................Director

</TABLE>

         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 its Chief Operating Office and a part owner. In
1994, Mr. Brent became our President and Chief Executive Officer. Mr. Brent owns
3,865,038 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 and is applying for certification as a CPA by the
Certified Public Accountants Board of New Jersey.

        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.

                                      -9-
<PAGE>

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 such employee's contribution
thereto. The following table sets forth certain information regarding
compensation for the fiscal year ended December 31, 2001, 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 managers (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)
----------------------           ----     --------------   ----------   -------------
Michael Y. Brent(1) (2) (5)      2001       166,930           -0-
                                 2000       151,000         $58,000
                                 1999       175,000          54,000        200,000
Derek J. Brent (1) (5)           2001        46,286           -0-
                                 2000        46,000           5,000
                                 1999        43,000           3,000        100,000
Harold L. Kestenbaum(3)          2001         5,000           N/A
                                 2000        15,000           N/A
                                 1999        15,000           N/A           21,000

Contract Managers
-----------------
Ori Klein                        2001        48,000           N/A           N/A
                                 2000        96,000           N/A           N/A
                                 1999        90,000           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.

                                      -10-
<PAGE>3

(5)     During the fourth quarter of 2001, all employees agreed to receive up to
        15%-25% of their salary in shares of the Compnay's common stock in lieu
        of cash. This has been continued in to 2002.

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 $192,500 salary and/or
consulting fee 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. Mr. Brent's estate also receives a benefit in the amount
of one year's salary, upon his 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 2,600 sq. ft.
of leased space in an office building in Englewood Cliffs, New Jersey. The
monthly rent is $4,000. The lease expires in October 2002. We believe we will be
able to extend our existing lease or renegotiate a new lease upon favorable
terms when our existing lease expires. We currently have no plans to relocate.
However, we plan to take additional space in this building to meet our growing
needs. 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.

                                      -11-
<PAGE>


                                     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" since August 29, 2001.

         Prior thereto, it was traded under "ETRV" from September 17, 1999 to
December 19, 1999 "ETVT" from December 20, 1999 to August 28, 2001

         Prior thereto, it was trading under the symbol "PLEX". The following
table sets forth the high and low closing share prices per share for the periods
indicated:

                                                  High           Low
                                                  ----           ---
 Fiscal year ended December 31, 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

                                                  High           Low
                                                  ----           ---
 Fiscal year ended December 31, 2000
     First quarter                              $10.75          $6.00
     Second quarter                               9.90           6.00
     Third quarter                                9.00           7.00
     Fourth quarter                               8.75           2.50

         At December 31, 2001, the closing price per share for our common stock,
as reported by NASDAQ, was $0.14.

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 30, 2002, we had 410 common and 23 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

        We have sold unregistered shares of our common stock in the following
transactions:3

         On or about September 23, 2000, the Company issued 143,497 Units
aggregating $1,004,479 pursuant to a Private Placement Memorandum dated June 11,
2000. Those shares of common stock were issued to acquire that part of Travel
Network On-Line LLC not already owned by the Company. This was a transaction by
the Company not involving any public offering which was exempt from the
registration requirements under the Securities Act pursuant to Section 4(2)
thereof.

                                      -12-
<PAGE>

        Each Unit consists of one share of Series A Convertible Preferred Stock
(the "Preferred Shares") and one three (3) year warrant ("Warrant") exercisable
for one (1) underlying share of common stock (the "Warrant Shares") exercisable
at $10.00 per share (including cashless exercise provisions until the underlying
Warrant Shares are registered). The Preferred Shares have voting rights (on an
as-converted basis), pay a 7% cumulative dividend (payable quarterly) and have
standard anti-dilution rights, including additional shares to be issued in the
event that the Company issues additional securities at prices below the then
applicable conversion price. In addition, each Preferred Share will be
convertible at any time at the option of the holder and will mandatorily be
converted by the Company into two (2) shares, subject to adjustment, of the
Company's common stock ("Conversion Shares") when (i) the Conversion Shares are
registered for resale under the Securities Act (as has now been done); (ii) the
underlying share price equals or exceeds 200% of the then-applicable conversion
price (currently $3.50) for 20 consecutive trading days; and (iii) the Company's
common stock is listed for trading on the NASDAQ National Market System or Small
Cap Market for at least 90 days.

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
and travel services. We expect that REZconnect(R) Technologies will play an
important part in our 2002 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 and has
been completed and should see results as we enter the 2nd and 3rd quarters of
2002.

OVERVIEW

        Our revenues are 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 collectibility 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.

        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 record in these transactions,
revenue for these services includes the total amount billed to the customer.

                                      -13-
<PAGE>

        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 reduce 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 which offers
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.

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,
                                         2000             2001

Revenues

   Franchise  fees                        4.2 %           4.2 %
   Franchise service fees and other      23.7 %          28.8 %
   Travel products and services          71.4 %          65.0 %
   Advertising and other                   .7             2.0 %
                                        -------         -------

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

Operating Expenses
   Cost of travel products and sales     62.6 %          64.8 %
   Marketing and selling                 17.7 %           9.7 %
   General and administrative            42.4 %          61.0 %
                                        -------         -------

TOTAL OPERATING EXPENSES                122.7 %          135.5%
                                        -------         -------

  Income (loss) before other
   income and income taxes              (22.7 %)        (35.5%)
   Other income - primarily interest       .8             1.2 %
                                        -------         -------
   Income (loss) before income taxes    (21.9 %)        (34.3%)
   Income taxes                            -                -
                                        -------         -------
 Net income (loss)                      (21.9 %)        (34.3%)
                                        =======         =======

</TABLE>

                                      -14-
<PAGE>

REVENUES

        Franchise Fees. Franchise fees declined in 2001 as compared to 2000 by
approximately $36,000 as a result of declining market conditions and
management's decision in 2000 to focus a substantial portion of its resources on
the on development and growth of the Company's Internet presence. In 2001 and
2000, 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. The Company's Internet business has completed its beta
testing, and it is expected to release its REZconnect product in April 2002.
Management believes that it will have the time and effort to resume an
aggressive promotion for its domestic and international franchising since it no
longer will be preoccupied with the development of its web based business.

        Franchise service fees and other service fees in 2001 were relatively
flat as compared to 2000. 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 $9,000.00 per year. 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 $809,000 from 2000 to 2001, a decrease of approximately 24%. 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
2001, especially post September 11, 2001 and a decrease in override commissions
received.


OPERATING EXPENSES

        Cost of travel products and services. Cost of travel products and
services decreased by approximately $401,000 or 13% in 2001 as compared to 2000.
These costs decreased as a result of lower commissions and fees paid to
franchisees in connection with lower travel related revenues. Cost of travel
products and services as a percentage of travel products and services sales was
approximately 99% for 2001 and 88% for 2000.

        Marketing and Selling. Marketing and selling expenses decreased by
approximately $452,000 from 2001 to 2001. The decrease represents a change of
approximately 53%. The significant changes were decreases in payroll costs,
commissions and start up fees paid on the accounts receivable of the
franchisees.

        General and Administrative. General and administrative expenses
increased by approximately $402,000 or 19% from 2000 to 2001. As a percentage of
total revenues, general and administrative expenses were 60.6% in 2001 as
compared to 42.4% in 2000. The increase in general and administrative expense in
2001 is attributable to increases in consulting expenses related to the
Company's Internet activities, an increase in bad debts partially attributable
to weaker market conditions, the settlement of litigation in the amount of
$150,000 and the write down of our advertising credits in the amount of $500,000
(See Note 2 to our financial statements.

Variability of Results

        The Company's travel products and services gross bookings have decreased
from 2000 to 2001 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 2000 to 2001.

                                      -15-
<PAGE>

       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 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.

        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.

                                      -16-
<PAGE>

        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

        In September 2000, we raised approximately $896,000 net of costs to
raise the capital in a sale of 143,497 shares of our Series A convertible
preferred stock. Previously, in March 1999, our wholly owned subsidiary, Global
Travel Network, L.L.C., raised $210,000 (net of $40,000 in syndication costs) in
a private sale of membership interests. Cash used in operating activities in
2001 was approximately $487,000 as compared to a use of $655,000 in 2000.

        Cash used by financing activities was approximately $35,000 in 2001 and
provided by financing activities was approximately $896,000 in 2000. Cash
provided by financing activities in 2000 consisted of proceeds from the sale of
143,497 shares of our series A convertible preferred stock. As of December 31,
2001, we had approximately $41,300 in cash and approximately $501,000 in
short-term investments. As discussed in Note 9 to the 2001 financial statements,
on January 11, 2002 we borrowed $324,500 from the Small Business Administration
of the United States of America. The loan is repayable monthly commencing
January 2003 at the rate of $2,607 per month, which includes interest at 4% per
annum. Our CEO has guaranteed the loan.

       The Company believes that cash and short term investments on hand 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, Year 2000 readiness 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 and the impact of
any disruption or failure in normal business activities at the Company and its
customers and suppliers as a consequence of Year 2000 related problems. 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.

Item 7. Financial Statements.
        --------------------

         The consolidated financial statements submitted as a separate section
of this report beginning on Page F-1.

Item 8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure
         --------------------
   None

                                      -17-
<PAGE>

                                    PART III

Item 9.  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 . . .   59        President and Chief Executive Officer and   Director
Derek Brent . . . .   30        Vice President of Reservations and Director
Harold Kestenbaum .   51        Director
</TABLE>

        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 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
and is applying for certification as a CPA by Certified Public Accountants Board
of New Jersey. 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 10.  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, 2001, 2000 and 1999.

<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                        2001    $166,930*
Chairman, President and      2000    $151,000    $58,000   $    -           -              -             -
Chief Executive Officer      1999    $175,000    $54,000   $  45,000        -           200,000          -

</TABLE>
                                      -18-
<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
$192,500 a year with annual 10% 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 31,2001.


                                         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
                                     Un-exercised Options at      In-The-Money Options
                                         Fiscal Year End          at Fiscal Year End
Name               Exercise Realized Exercisable/Un-exercisable Exercisable/Un-exercisable
----               -------- -------- ------------------------- -------------------------

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
proceeding, 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 1999.

                                      -19-
<PAGE>

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

         The following table sets forth as of March 27, 2000 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              3,865,038                     61.09%
Derek Brent                     146,074                      2.30%
Harold Kestenbaum                  -                          -
Directors and Officers
 as a group (3 persons)       4,011,112                     63.39%

-------
(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 $58,300 and $62,700 for the years ended
December 31, 2001 and 2000 respectively.


                                     PART IV

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

     (a) Consolidated Financial Statements

     The consolidated financial statements listed in the accompanying index to
consolidated 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
                                      -20-
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, REZconnect(R) Technologies, Inc. has duly caused this
Report to be signed on its behalf by the undersigned thereunto duly authorized
on the 1st day of April, 2002.

                                  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
ETRAVNET.COM, INC. in the capacities indicated on the 1st day of April, 2002.


/s/ Michael Y. Brent        Chairman of the Board               April 1, 2002
Michael Y. Brent            President and
                            Chief Executive Officer

/s/ Derek Brent             Director                            April 1, 2002
Derek Brent

/s/ Harold Kestenbaum       Director                            April 1, 2002
Harold Kestenbaum




















                                      -21-
<PAGE>








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

                        CONSOLIDATED FINANCIAL STATEMENTS
                                       AND
                                AUDITORS' REPORT

                     YEARS ENDED DECEMBER 31, 2001 AND 2000



<PAGE>




















                                    CONTENTS




                                                                        Page

AUDITORS' REPORT                                                          F-1

CONSOLIDATED FINANCIAL STATEMENTS

     Balance Sheet                                                        F-2
     Statements of Operations                                             F-3
     Statements of Shareholders' Equity                                   F-4
     Statements of Cash Flows                                             F-5
     Notes to Financial Statements                                    F-6 - F-14



<PAGE>


















                          INDEPENDENT AUDITORS' REPORT




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


We have audited the accompanying consolidated balance sheet of Rezconnect
Technologies, Inc. (formerly Etravnet.com, Inc.) and Subsidiary as of December
31, 2001, and the related consolidated statements of operations, shareholders'
equity, and cash flows for the years ended December 31, 2001 and 2000. 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Rezconnect
Technologies, Inc. and Subsidiary as of December 31, 2001, and the results of
their operations and their cash flows for the years ended December 31, 2001 and
2000, in conformity with accounting principles generally accepted in the United
States of America.



                                          /S/ ISRAELOFF TRATTNER & CO., P.C.
                                              Certified Public Accountants


Valley Stream, New York
March 20, 2002



<PAGE>
<TABLE>




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

                                                      CONSOLIDATED BALANCE SHEET

                                                           DECEMBER 31, 2001

                                                                 ASSETS
<S>                                                                                   <C>                 <C>
CURRENT ASSETS
     Cash (Note 1)                                                                    $        41,321
     Short-term investments (Note 1)                                                          500,735
     Accounts receivable, less allowance for doubtful
         accounts of $103,000                                                                 282,423
     Current portion of notes receivable (Note 1)                                              24,611
                                                                                        -------------
              Total Current Assets                                                                        $       849,090

PROPERTY AND EQUIPMENT, at cost, less accumulated
     depreciation of $89,362 (Note 1)                                                                              20,585

OTHER ASSETS
     Advertising receivable (Note 2)                                                        1,496,000
     Goodwill (Note 1)                                                                        153,400
     Notes receivable, less current portion (Note 1)                                          890,698
     Capitalized software costs (Notes 1 and 3)                                             1,165,651
     Security deposits and other                                                               93,703
                                                                                        -------------
              Total Other Assets                                                                                3,799,452
                                                                                                            -------------
              TOTAL ASSETS                                                                                $     4,669,127
                                                                                                            =============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable and accrued expenses                                            $       409,862
     Deferred revenue (Note 1)                                                                 24,611
                                                                                        -------------
              Total Current Liabilities                                                                   $       434,473

OTHER LIABILITIES
     Deferred revenue (Note 1)                                                                890,698
     Security deposits                                                                        156,425
                                                                                        -------------
              Total Other Liabilities                                                                           1,047,123
                                                                                                            -------------
              Total Liabilities                                                                                 1,481,596

COMMITMENTS AND CONTINGENCIES (Note 4)

SHAREHOLDERS' EQUITY (Notes 1, 3 and 5)
     Preferred stock, par value $.001; authorized
         5,000,000 shares; 143,497 shares issued and outstanding;
         liquidation preference of $7 per share                                                   143
     Common stock, par value $.001; authorized
         20,000,000 shares; issued and outstanding 6,321,769 shares                             6,321
     Additional paid-in capital                                                             6,035,508
     Accumulated deficit                                                                   (2,854,441)
                                                                                        -------------
              Total Shareholders' Equity                                                                        3,187,531
                                                                                                            -------------
              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                  $     4,669,127
                                                                                                            =============


                                        See accompanying notes to financial statements.

                                                             F-2
</TABLE>
<PAGE>
<TABLE>



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

                                                 CONSOLIDATED STATEMENTS OF OPERATIONS

                                           FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


<S>                                                                                 <C>                 <C>
                                                                                           2001               2000
                                                                                    -----------------   -----------------
Revenues (Note 1)
     Franchise fees                                                                   $       166,134     $       202,410
     Franchise service fees and other                                                       1,140,156           1,123,679
     Travel products and services                                                           2,572,789           3,382,527
     Advertising and other                                                                     81,530              31,624
                                                                                        -------------       -------------
         Total Revenues                                                                     3,960,609           4,740,240
                                                                                        -------------       -------------
Operating Expenses
     Cost of travel products and services                                                   2,567,492           2,968,131
     Marketing and selling                                                                    385,778             837,583
     General and administrative, including $97,292 and $102,000
         in 2001 and 2000 in the form of common stock issued
         and stock options granted to employees and others
         (Notes 2 and 4)                                                                    2,414,568           2,012,593
                                                                                        -------------       -------------
         Total operating expenses                                                           5,367,838           5,818,307
                                                                                        -------------       -------------
         Loss before other income and income taxes                                         (1,407,229)         (1,078,067)

Other Income -primarily interest                                                               46,932              38,525
                                                                                        -------------       -------------
         Loss before income taxes                                                          (1,360,297)         (1,039,542)

Income taxes (Note 6)                                                                              -                   -
                                                                                        -------------       -------------
         Net loss                                                                          (1,360,297)         (1,039,542)

Preferred stock dividends (Note 5)                                                            (69,775)                 -
                                                                                        --------------      -------------
         Net loss applicable to common stockholders                                        (1,430,072)         (1,039,542)

Other comprehensive income (Note 1)                                                                -               33,260
                                                                                        -------------       -------------
         Comprehensive loss                                                           $    (1,430,072)    $    (1,006,282)
                                                                                        =============       =============
     Earnings (Loss) Per Share:
         Weighted average common shares outstanding                                         5,774.809           5,507,768
                                                                                        =============       =============
     Basic and diluted loss per share                                                 $         (.25)     $         (.19)
                                                                                        =============       =============


                                See accompanying notes to financial statements.

                                                         F-3
</TABLE>
<PAGE>
<TABLE>

                      PRELIMINARY DRAFT - SUBJECT TO CHANGE

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

                 CONSOLIDATED STATEMENTS OF SHAREHODLES' EQUITY

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

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

Balance - January 1, 2000                    -       $ -    5,317,753   $ 5,318  $ 2,897,459   $ (454,602)  $ (33,260)  $ 2,414,915

Issuance of shares in a private placement,
     net of related costs of $108,301      143,497    143        -         -         896,035        -            -          896,178

Issuance of common shares in connection
     with acquisition of advertising
     credits and software license             -        -      214,431       214    2,077,786        -            -        2,078,000

Stock based compensation                      -        -         -         -         102,000        -            -          102,000

Exercise of warrants                          -        -       88,195        88          794        -            -              882

Other comprehensive income:
     Increase in market                       -        -         -         -           -            -          33,260        33,260
    Value of investments
Net loss                                      -        -         -         -           -       (1,039,542)       -       (1,039,542)
                                           ------    ------    ------    ------  -----------  ------------- -----------  ----------

Balance, December 31, 2000                 143,497    143    5,620,379     5,620   5,974,074   (1,494,144)       -        4,485,693

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

Common shares issued for services
   and preferred dividends                    -        -      701,390       701      131,209        -            -          131,910

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
                                           =======   ======  ==========  =======  ===========  ============  =========   ==========

                                        See Accompanying notes to financial statements.

                                                                F-4
</TABLE>
<PAGE>
<TABLE>


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

                                                 CONSOLIDATED STATEMENTS OF CASH FLOWS

                                            FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

<S>                                                                                 <C>                  <C>
                                                                                           2001               2000
                                                                                    -----------------   -----------------
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                                       S     (1,360,297)   $     (1,039,542)
                                                                                        ------------        ------------
     Adjustments to reconcile net loss to net cash provided
         (used) by operating activities:
              Depreciation and amortization                                                   109,000             109,948
              Common stock issued and stock options granted
                  to employees and consultants                                                 97,292             102,000
              Changes in assets and liabilities:
                  Accounts receivable                                                          91,665              44,373
                  Notes receivable                                                             24,535            (161,807)
                  Prepaid expenses and other current assets                                     1,857              50,000
                  Advertising receivable - writedown                                          500,000                  -
                  Security deposits                                                           (17,488)              8,592
                  Accounts payable and accrued expenses                                        92,996              45,880
                  Deferred revenue                                                            (24,535)            161,807
                  Other liabilities                                                                -               22,699
                                                                                        -------------       -------------
                  Total adjustments                                                           875,322             383,492
                                                                                        -------------       -------------
                  Net cash used by operating activities                                      (484,975)           (656,050)
                                                                                        -------------       -------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Payment for software license fee and costs of development                                     -             (241,851)
     Redemption of (payments for) short-term investments                                      530,483              11,998
                                                                                        -------------       -------------
                  Net cash provided (used) by investing activities                            530,483            (229,853)
                                                                                        -------------       -------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Net proceeds from sale of convertible preferred stock                                         -              896,178
     Exercise of warrants                                                                          -                  882
     Preferred dividends                                                                      (35,157)                 -
                                                                                        -------------       -------------
                  Net cash provided (used) by financing activities                            (35,157)            897,060
                                                                                        -------------       -------------
NET INCREASE IN CASH                                                                           10,351              11,157

CASH - beginning                                                                               30,970              19,813
                                                                                             --------            --------
CASH - end        $                                                                            41,321      $       30,970
                                                                                             ========            ========

                   NON-CASH INVESTING AND FINANCING ACTIVITIES

Issuance of 207,289 common shares for
     advertising credits                                                              $            -      $     2,021,000
                                                                                        =============       =============
Issuance of 7,142 common shares for software                                          $            -      $        57,000
                                                                                        =============       =============
Preferred dividends paid by issuance of common stock                                  $        34,618     $            -
                                                                                       ==============     ===============


                                  See accompanying notes to financial statements.

                                                         F-5
</TABLE>
<PAGE>




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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000



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, 2001, the Company has  approximately  215 franchises
       operating in 35 U.S. states.  Additionally,  there are franchises in 11
       countries.

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

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

       PRINCIPLES OF CONSOLIDATION

       The accompanying consolidated financial statements include the accounts
       of Rezconnect Technologies, Inc. and its wholly owned subsidiary
       (together, the "Company"). All significant intercompany accounts and
       transactions have been eliminated.

       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.


                                       F-6
<PAGE>




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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


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.

       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.

       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.

       Concentration of Credit Risk

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

       FINANCIAL INSTRUMENTS

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

       CASH AND CASH EQUIVALENTS

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

       SHORT-TERM INVESTMENTS

       Short-term investments consist of mutual bond funds which are classified
       as "available-for-sale" securities and, accordingly, are carried at fair
       value. Realized gains and losses are included in earnings; unrealized
       holding gains and losses are reported as a separate component of
       stockholders' equity. At both December 31, 2001 and 2000, cost
       approximated market value.


                                       F-7
<PAGE>




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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       ADVERTISING

       The Company expenses advertising costs as incurred. Advertising expense
       was approximately $31,700 and $87,900 for 2001 and 2000, respectively.

       GOODWILL

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

       Commencing January 1, 2002, pursuant to Statement of Financial Accounting
       Standards No. 142, "Goodwill and Other Intangible Assets", amortization
       of goodwill will cease and instead be tested for impairment, at least
       annually.

       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 2001 or 2000.

       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.  At December 31, 2001,  there
       are no items of other comprehensive income.

       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.

                                       F-8
<PAGE>




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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000



1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       EARNINGS (LOSS) PER SHARE

       Basic earnings (loss) per share are based on the weighted average number
       of common shares outstanding. Diluted earnings (loss) per common share
       assume that outstanding common shares are increased by common shares
       issuable upon exercise of stock options and the conversion of preferred
       stock where their exercise or conversion would be dilutive. Potentially
       dilutive securities are as disclosed in Note 4. In both 2001 and 2000,
       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.

       Amortization of the capitalized software costs will begin when the
       software is ready for use and will be amortized over the shorter of its
       estimated useful life or the remaining term of the license.

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. Advertising
       expense is charged when the advertising credits are utilized.

       The other party has indicated that it believes that certain terms
       and conditions of the agreement have not been met by the Company and has
       indicated a willingness to provide approximately $1,000,000 of credits.
       Management believes that the other party's claims are without merit, and
       intends to vigorously pursue its rights under the agreement. However, in
       view of the above, management has written down the receivable to its
       estimated net realizable value of $1,496,000 by a charge of $500,000 to
       general and administrative expenses in 2001.


                                       F-9
<PAGE>




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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

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 is
       required to pay a license fee of  $75,000.  Subsequently,  If the Company
       elects to do so, it may renew its license for at least 2 additional years
       by the payment of $50,000 per year of renewal.

       In addition to the payments noted above, the Company must pay the
       licensor royalties aggregating 3.75% of any revenues received by the
       Company as a result of any transaction processed using the software, and
       support fees. Support fees represent the licensor's direct costs of
       "development support" and "maintenance support", as those terms are
       defined in the agreement.

       During 2000, the Company acquired additional software by the issuance of
       7,142 common shares. The transaction was valued at the fair value of the
       shares when issued.

4.     COMMITMENTS AND CONTINGENCIES

       Leases

       The Company is obligated under two office leases expiring April 30, 2002,
       for minimum annual rentals, currently at $47,470, plus increases based
       upon real estate taxes and operating costs.

       In addition, the Company has entered into various lease agreements with
       Wal-Mart Stores, Inc. (Wal-Mart) for 24 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 the leases 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:

<TABLE>
              <S>                                                                   <C>                 <C>
                                                                                           2001               2000
                                                                                    -----------------   -----------------

              Minimum rentals                                                         $       581,937     $       816,000
              Less:  Sublease rentals                                                         561,895             751,000
                                                                                        -------------       -------------

                                                                                      $        20,042     $        65,000
                                                                                        =============       =============
</TABLE>

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

<TABLE>
              <S>                                                                     <C>

              2002                                                                    $       224,000
              2003                                                                             26,800
                                                                                        -------------

                   Total                                                              $       250,800
                                                                                        =============
</TABLE>

       The minimum future rentals have not been reduced by approximately
       $290,000 of sublease rentals to be received in the future under
       noncancelable subleases.


                                       F-10
<PAGE>




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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


4.     COMMITMENTS AND CONTINGENCIES (CONTINUED)

       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 has been
       charged to operations in 2001. Additionally, the Company is involved in
       other legal proceedings incurred in the normal course of business. At
       December 31, 2001, 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.

       Merger Related Items

       In connection with the merger with Playorena, Inc., in September 1999,
       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 has
       not included these obligations of Playorena in its financial statements.

       Former members of a limited liability company that was a predecessor to
       the Company are entitled to preferential distributions of $258,000.

       Employment Agreement

       During 2000, the Company entered into a five-year employment agreement
       with its Chief Executive Officer ("CEO"). Pursuant to the agreement, the
       CEO is paid an annual base salary of $192,500 per year with annual 10%
       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.

5.     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 have a liquidation preference of $7 per share. Dividends
       paid on the preferred stock in 2001 were $69,775. Of this, $34,618 was
       paid by the issuance of 247,268 shares of common stock and $35,157 was
       paid in cash. At December 31, 2001, dividends in arrears amounted to
       approximately $13,000. These dividends were paid in 2002 via the issuance
       of additional shares of common stock.


                                       F-11
<PAGE>




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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

5.       STOCKHOLDERS' EQUITY (CONTINUED)

       Common Stock Issued

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

<TABLE>
<S>                                                                                    <C>           <C>
                                                                                       No. of Shares       Amount

                    Employee compensation                                                 202,266    $       28,960
                    Advertising expense                                                    36,726            17,582
                    Consulting expense                                                    215,000            50,750
                    Preferred dividends                                                   247,398            34,618
                                                                                         --------    --------------
                                                                                          701,390    $      131,910
                                                                                         ========    ==============
</TABLE>
<TABLE>

       <S>                                                                              <C>
       Common Shares Reserved for Issuance

       Common shares are reserved for issuance as follows:

              Warrants

              Exercisable at $4.00 per share through March 2003                            88,195
              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)                                                 435,000
                                                                                          -------
                    Total                                                                 883,692
                                                                                          =======
</TABLE>

       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.

<TABLE>

       A summary of stock option activity and weighted average exercise prices
       for each of the years ended December 31, 2001 and 2000 follows:

<S>                                                                              <C>                    <C>
                                                                                                            Weighted
                                                                                                             Average
                                                                                       Options           Exercise Price
                                                                                  -----------------     -----------------
       Outstanding, January 1, 2000                                                         503,000           $      4.02
       Granted                                                                                   -                     -
       Exercised                                                                                 -                     -
       Forfeited/Cancelled                                                                  (10,000)                   -
                                                                                      -------------
       Outstanding, December 31, 2000                                                       493,000           $      4.02

       Granted                                                                              435,000           $      1.08
       Exercised                                                                                 -            $        -
       Forfeited/Cancelled                                                                 (493,000)          $      4.02
                                                                                      -------------
       Outstanding, December 31, 2001                                                       435,000           $      1.08
                                                                                      =============
       Exercisable at December 31, 2001                                                     315,000           $      1.05
                                                                                      =============
</TABLE>


                                       F-12
<PAGE>




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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

5.     STOCKHOLDERS' EQUITY (CONTINUED)

       Stock Options (Continued)

       A summary of stock options outstanding and exercisable as of December 31,
2001 follows:

<TABLE>
<S>    <C>            <C>               <C>                  <C>                 <C>               <C>

                                                   Options Outstanding                    Options Exercisable
                                         -------------------------------------   -------------------------------------
                                               Weighted            Weighted                             Weighted
          Exercise         Number               Average             Average          Number              Average
           Prices        Outstanding        Remaining Life         Exercise        Exercisable       Exercise Price
       -------------  -----------------  --------------------  ---------------   ---------------  --------------------
             $1.00           400,000           5 Years               $1.00            300,000             $1.00
             $2.00            35,000           5 Years               $2.00             15,000             $2.00

</TABLE>
<TABLE>
       <S>                                                                                  <C>               <C>
       The fair value of the options granted for the years ended December 31,
       2001 and 2000 were estimated using the Black-Scholes option pricing model
       based on the following weighted average assumptions:

                                                                                               2001                2000
                                                                                             --------           ---------
       Risk free interest rate                                                                  6.00%               5.25%
       Expected volatility                                                                    150.00%             143.00%
       Expected remaining lives                                                                 2                    2
       Expected dividend yield                                                                 -0-                  -0-

       Had compensation cost for employee stock options been determined
       consistent with SFAS 123, the Company's net loss and loss per share would
       have been as follows for the years ended December 31, 2001 and 2000:
                                                                                           2001               2000
                                                                                    -----------------   -----------------
              Net loss as reported                                                    $    (1,430,072)    $    (1,039,542)
              Pro forma net loss                                                      $    (1,436,522)    $    (1,792,632)
              Loss per share as reported                                              $         (.25)     $         (.19)
              Pro forma loss per share                                                $         (.25)     $         (.31)
</TABLE>

6.     INCOME TAXES

       The components of deferred tax assets and liabilities is as follows at
December 31, 2001:
<TABLE>
              <S>                                                                     <C>
              Net operating loss carryforward                                         $     1,044,000
              Allowance for doubtful accounts                                                  35,000
              Less:   Valuation allowance                                                  (1,079,000)
                                                                                        -------------
              Net deferred asset                                                      $            -
                                                                                        =============
</TABLE>

       As a result of the Company's operating losses in 2001 and 2000, no
       current income taxes are provided. For the years ended December 31, 2001
       and 2000, the valuation allowance increased by approximately $475,000 and
       $416,000, respectively, to fully reserve the potential tax benefit
       resulting from net operating losses. As of December 31, 2001, the Company
       has net operating loss carryforwards of approximately $2,800,000 that
       expire from 2019 through 2021.

7.     RELATED PARTY TRANSACTIONS

       The Company pays commissions on the sale of franchises to a company owned
       by the chief executive officer who is a significant shareholder. Such
       payments totalled approximately $58,300 and $62,400 for the years ended
       December 31, 2001 and 2000, respectively.


                                       F-13
<PAGE>





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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


7.     SEGMENT INFORMATION

       The Company operates in two business segments; providing and selling
       management services within the travel industry, including franchising
       activities and developing and commercializing Internet-based technology
       programs.

       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>
      <S>                                       <C>               <C>                 <C>                  <C>
                                                   Franchise
                                                   and Travel
                                                    Related            Internet
                                                  Management          Technology
                        2001                       Services            Programs              Other               Total
       -------------------------------------   -----------------  ------------------  ------------------  -----------------

       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

                                                   Franchise
                                                  and Travel
                                                    Related            Internet
                                                  Management          Technology
                        2000                       Services            Programs              Other               Total
       -------------------------------------   -----------------  ------------------  ------------------  -----------------

       Revenues                                  $     4,740,240     $            -     $             -     $     4,740,240
       Segment loss                              $      (931,921)    $      (107,621)   $             -     $    (1,039,542)
       Total assets                              $     3,652,809     $     1,217,651    $      1,034,000    $     5,904,460
       Capital expenditures                      $            -      $       241,851    $             -     $       241,851
       Depreciation and amortization             $       109,948     $            -     $             -     $       109,948
       Interest income                           $            -      $            -     $         38,525    $        38,525
</TABLE>

9.     SUBSEQUENT EVENT

       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. The loan is repayable
       in monthly installments of $2,607 including interest at 4% per annum
       through January 2017. Payments commence January 2003. The loan is
       guaranteed by the Company's chief executive officer.



                                       F-14