REZCONNECT TECHNOLOGIES, INC.

                         CONDENSED FINANCIAL STATEMENTS

                               TWELVE MONTHS ENDED
                           DECEMBER 31, 2003 AND 2002
                                   (UNAUDITED)







<PAGE>



                                    CONTENTS

                                                                           Page
                                                                           ----
AUDIT   REPORT                                                               1

FINANCIAL STATEMENTS

     Balance SheetS                                                          2
     StatementS of Operations                                                3
     Notes of Financial Statements                                          4-10


<PAGE>

To The Board of Directors
REZconnect Technologies, Inc.
560 Sylvan Avenue
Englewood Cliffs, N.J. 07632





The accompanying balance sheet of REZconnect Technologies, Inc., and the related
statements of income,  retained  earnings and cash flows for the year then ended
were not audited by us and, accordingly, we do not express an opinion on them.

We  are  not  able  to  audit,  as  of  the  date  of  this  letter,  REZconnect
Technologies,  Inc's financial  statements for the year ended December 31, 2003,
as we have filed for registration with the Public Companies Accounting Oversight
Board (PCAOB) and our approval is pending.




Dischino & Associates
Certified Public Accountants

March 29, 2004


                                       1
<PAGE>
See accompanying notes to condensed financial statements.


                          REZCONNECT TECHNOLOGIES, INC.
<TABLE>
<CAPTION>

                                 BALANCE SHEETS
                                DECEMBER 31, 2003
                                     ASSETS
                                                                                    December 31,        December 31,
                                                                                        2003               2002
                                                                                     -----------        -----------
                                                                                     (Unaudited)
CURRENT ASSETS
<S>                                                                               <C>                   <C>
     Cash and cash equivalents .................................................     $    78,619        $    63,318
     Short-term investments ....................................................         805,955            711,520
     Accounts receivable, less allowance for doubtful
         accounts of $71,257
     December 31, 2003 and December 31, 2002, respectively .....................         277,650            270,806
     Current portion of notes receivable .......................................            --               76,281
                                                                                     -----------        -----------
            Total Current Assets ...............................................       1,162,224          1,121,925
                                                                                     -----------        -----------
OTHER ASSETS
     Capitalized software costs, at cost, less accumulated
         amortization of $622,890 and $311,445 as of
         December 31, 2003 and December 31, 2002 ...............................         933,088            934,334
     Deferred costs, at cost, less accumulated amortization
         of $54,999 as of December 31, 2003 ....................................         308,348               --
     Notes receivable, less current portion ....................................         558,138            440,641
     Security deposits and other assets ........................................          18,800             21,313
                                                                                     -----------        -----------
              Total Other Assets ...............................................       1,818,374          1,396,288
                                                                                     -----------        -----------
              TOTAL ASSETS .....................................................     $ 2,980,598        $ 2,518,213
                                                                                     ===========        ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable and accrued expenses .....................................     $   133,049             81,612
     Deferred revenue ..........................................................            --               76,281
     Current maturities of long term debt ......................................          16,152              2,893
                                                                                     -----------        -----------
              Total Current Liabilities ........................................         149,201            160,786
                                                                                     -----------        -----------
OTHER LIABILITIES
     Long term debt, less current maturities ...................................         308,348            321,607
     Deferred revenue ..........................................................         588,138            440,641
     Security deposits payable .................................................          33,656             42,627
                                                                                     -----------        -----------
              Total Other Liabilities ..........................................         930,142            804,875
                                                                                     -----------        -----------
              Total Liabilities ................................................       1,079,343            965,661
                                                                                     -----------        -----------
SHAREHOLDERS' EQUITY
     Preferred stock; par value $.001; authorized 5,000,000
         shares; -0- shares issued and outstanding .............................            --                 --
     Common stock, par value $.001; authorized 20,000,000
         shares; 10,462,983 shares
         issued and outstanding ................................................          10,462              9,362
     Additional paid-in capital ................................................       6,439,863          6,198,963
     Accumulated deficit .......................................................      (4,549,070)        (4,655,773)
                                                                                     -----------        -----------
              Total Shareholders' Equity .......................................       1,901,255          1,552,552
                                                                                     -----------        -----------
              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .......................     $ 2,980,598        $ 2,518,213
                                                                                     ===========        ===========
           See accompanying notes to condensed financial statements.
</TABLE>



                                      -2-
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.

                            STATEMENTS OF OPERATIONS

                 TWELVE MONTHS ENDED DECEMBER 31, 2003 AND 2002
                                   (UNAUDITED)




<TABLE>
<CAPTION>


                                                                                         2003               2002
                                                                                     ------------       ------------
Revenues
<S>                                                                                <C>                 <C>
     Franchise sales .......................................................         $    135,355       $     12,876
     Franchisee service fees and other .....................................              623,390            621,483
     Travel services and products ..........................................            1,725,100          1,500,616
Online Travel Income .......................................................              578,872             98,129
     Advertising and other .................................................                 --              110,010
                                                                                     ------------       ------------
         Total Revenues ....................................................            3,062,717          2,343,114
                                                                                     ------------       ------------
Operating Expenses
     Cost of travel services and products ..................................            1,459,537          1,350,916
     Marketing and selling .................................................               91,926             92,373
     General and administrative, including
         $144,356 in 2002 in the form of
         common stock issued to employees
         and others ........................................................            1,218,712            753,927
     Impairment of goodwill ................................................                 --              153,400
     Impairment of advertising receivable ..................................                 --            1,496,000
Depreciation and amortization expense ......................................              651,456            332,030
                                                                                     ------------       ------------
         Total operating expenses ..........................................            3,421,631       $  4,178,646
                                                                                     ------------       ------------

         Loss before other income and income
              taxes ........................................................             (358,914)        (1,835,532)

Other Income - primary interest ............................................               20,332             34,200
Income taxes ...............................................................                 --                 --
                                                                                     ------------       ------------
         Net loss ..........................................................             (338,582)        (1,801,332)

Preferred dividends ........................................................                 --               35,808
                                                                                     ------------       ------------
         Net loss applicable to
              common shareholders ..........................................             (338,532)        (1,837,140)

     Earnings (Loss) Per Share:
         Weighted average common shares
         outstanding .......................................................           10,227,788          7,915,078
                                                                                     ------------       ------------
     Basic and diluted loss ................................................         $       (.03)      $       (.23)
                                                                                     ------------       ------------
</TABLE>



                                       -3-
<PAGE>
                          REZCONNECT TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

                 TWELVE MONTHS ENDED DECEMBER 31, 2003 AND 2002
                                   (UNAUDITED)

1. BASIS OF PRESENTATION

       In the  opinion  of  management,  the  accompanying  unaudited  condensed
       financial  statements contain all adjustments  (consisting of only normal
       recurring   adjustments)   necessary  to  present  fairly  the  Company's
       financial  position  as of  December  31,  2003  and the  results  of its
       operations  and cash flows for each of the twelve  months  periods  ended
       December 31, 2003 and 2002.  These statements are condensed and therefore
       do not include all of the  information  and notes  required by  generally
       accepted  accounting  principles for complete financial  statements.  The
       statements  should be read in conjunction  with financial  statements and
       footnotes included in the Company's financial statements and footnotes as
       of December  31, 2003 and for the year then ended  previously  filed with
       the Securities and Exchange Commission.

    Recent Accounting Pronouncements

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

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

    In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
    Instruments with  Characteristics  of both Liabilities and Equity." SFAS No.
    150 establishes  standards for how companies  classify and measures  certain
    financial  instruments with  characteristics of both liabilities and equity.
    It requires companies to classify a financial  instrument that is within its
    scope as a liability  (or an asset in some  circumstances).  SFAS No. 150 is
    effective beginning with the second quarter of fiscal 2004; the Company does
    not believe the adoption of SFAS No. 150 will have a material  impact on its
    financial statements.


2. RECLASSIFICATION

   The December 31, 2003 financial  statements have been reclassified to conform
   to the September 30, 2003 presentation.  Such reclassifications had no effect
   on net income.


                                       -4-
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                 TWELVE MONTHS ENDED DECEMBER 31, 2003 AND 2002
                                   (UNAUDITED)

3. GOODWILL

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

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

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

        Net loss as reported                                $       (1,837,140)
        Add back: Goodwill amortization                                     -
        Pro forma net loss                                          (1,837,140)
        Loss per share as reported                                       (.23)
        Pro forma loss per share                                         (.23)

4. ADVERTISING RECEIVABLE

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

5. SHAREHOLDERS' EQUITY

   On February 11, 2003, the Company's Board of Directors  approved and ratified
   the issuance of 800,000 shares to Your Travel Biz, Inc. and 200,000 shares to
   YTB Travel and Cruises, Ltd. in exchange for an exclusive contract to service
   the  Company's  web-sites  and  travel  services  over a 20-year  period.  In
   addition, the Company loaned YTB Travel and Cruises Ltd. and Your Travel Biz,
   Inc.  $150,000.  $100,000 was provided in cash and the remaining  $50,000 was
   provided  in  credits  against  monthly  billings.  The loan was to be repaid
   beginning  December 1, 2003,  in monthly  installments  of $10,000  including
   interest at 8% per annum.  However  Your Travel Biz,  Inc. and YTB Travel And
   Cruises, Ltd., elected to repay the amount in full in November 2003.

   Common Stock Issued

   During the twelve months ended December 31, 2003 and 2002, the Company issued
   the following shares of common stock, which were recorded at their fair value
   at the time of issuance:


                                       -5-
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                 TWELVE MONTHS ENDED DECEMBER 31, 2003 AND 2002
                                   (UNAUDITED)

5. SHAREHOLDERS' EQUITY (CONTINUED)

   In April  2002,  the Company  issued  approximately  1,172,000  shares of its
   common  stock  to  the  former  members  of  Global  Travel  Network  LLC  (a
   predecessor  to the  Company)  ("Global")  in the form of a  distribution  of
   Global's earnings ($258,000) prior to the merger with Playorena.

   Also, in April 2002,  the Company  issued  132,420  shares of common stock to
   employees  in  connection  with their  employment  for the three months ended
   March 31, 2002. The  compensation  related to the shares was accrued at March
   31, 2002.

   In September 2002, preferred  shareholders agreed to convert 90,926 preferred
   shares into 636,482  shares of common  stock,  in addition,  89,115 shares of
   common stock were issued to preferred shareholders as a dividend.

   In February  2003,  the  Company  issued  800,000 and 200,000  shares to Your
   Travel Biz, Inc. and YTB Travel and Cruises,  LTD.  respectively  in exchange
   for a 20 year service contract (see above).

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

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

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

       Warrants
       --------

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

       Options
       -------

        Exercisable at various amounts through 2006 (weighted
            average of $1.08 per share)                             475,000
                                                                    -------
            Total                                                   835,497
                                                                    =======

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

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

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

   Granted                                             -                      -
   Exercised                                           -               $      -



                                      -6-
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                 TWELVE MONTHS ENDED DECEMBER 31, 2003 AND 2002
                                   (UNAUDITED)








   Forfeited/Cancelled                                 -                      -
   Outstanding, September 30, 2003               475,000               $   1.08
                                             ==============       ==============

   Exercisable at September 30, 2003             475,000               $   1.08
                                             ==============       ==============

   A summary of stock options  outstanding  and  exercisable  as of December 31,
   2002 and September 30, 2003 are as follows:

<TABLE>
<CAPTION>

   <S>             <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           410,000       5 Years          $1.00      351,000         $1.00
      $2.00            65,000       5 Years          $2.00       45,000         $2.00
</TABLE>

6. INCOME TAXES

   As a result of the  Company's  operating  losses for the twelve  months ended
   December 31, 2003 and 2002, no current income taxes are provided.

   As of  December  31,  2003,  the  Company  has net  deferred  tax  assets  of
   approximately  $1,988,000  which  consists  principally  of  the  income  tax
   benefits of net operating  loss carry  forwards of  approximately  $4,970,000
   which  begin to expire in 2019.  Due to the  Company's  history of  operating
   losses,  a valuation  allowance in the amount of net deferred assets has been
   recorded.

7. SEGMENT INFORMATION

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

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


                                      -7-
<PAGE>







                          REZCONNECT TECHNOLOGIES, INC.

                       CONDENSED STATEMENTS OF CASH FLOWS

                 TWELVE MONTHS ENDED DECEMBER 31, 2003 AND 2002
                                   (UNAUDITED)


7. SUBSEQUENT EVENTS
   On February 11, 2003, the Company's Board of Directors  approved and ratified
   the issuance of 800,000 shares to Your Travel Biz, Inc. and 200,000 shares to
   YTB Travel and Cruises, Ltd. in exchange for an exclusive contract to service
   the  Company's  web-sites  and travel  services  over a 20-year  period.  The
   Company  loaned  YTB  Travel and  Cruises  Ltd.  and Your  Travel  Biz,  Inc.
   $150,000,  $100,000 of which will be repaid  beginning  December 1, 2003,  in
   monthly  installments  of $10,000  including  interest  at 8% per annum.  The
   remaining  $50,000  will be repaid  through the  issuance of credits  against
   monthly billings.