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, 1999
                                       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

                               ETRAVNET.COM, 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,                                          07632
Englewood Cliffs, New Jersey                              (Zip Code)
(Address of Principal Executive Offices)

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

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

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

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.001 per share
--------------------------------------------------------------------------------
                                (Title of Class)


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes  X   No
                                              ---     ---

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
form 10-K [ ].

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant as of March 28, 2000 was approximately $12,630,000.

     Indicate  the  number of  shares  outstanding  of each of the  registrant's
classes of common  stock,  as of the latest  practicable  date.  As of March 28,
2000,  there were  5,505,201  shares of Common Stock,  par value $.001 per share
outstanding.

     Documents incorporated by reference: None
<PAGE>
                                     PART I

Item 1.  Business
-------  --------

OUR BUSINESS

    Etravnet.com,  Inc. (the  "Company") is a leading  franchisor of traditional
"brick and mortar" travel agencies  operating  under the names,  Travel Network,
Global  Travel  Network  and  Travel  Network   Vacation   Central  as  well  as
Internet-based  travel-related  services.  We were  recognized as the number one
franchisor  in the  overall  category in North  America by Income  Opportunities
Magazine  (April  1999),  the  number  one  travel  agency  franchise  by Income
Opportunities  Magazine  (February  2000),  and one of the top 100 franchises by
Entrepreneur  Magazine  (January 1999).  We are also a full-service  provider of
travel  products and  services to the leisure and small  business  traveler.  We
operate our business  under our trade name "Global  Travel  Network" and our web
sites  "etravnet.com,"  "hagglewithus.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
such as GoGo  Worldwide  Vacations,  the largest  North  American  wholesaler of
travel  packages.   Liberty  Travel,  the  retail  division  of  GoGo  Worldwide
Vacations,  owns an eight percent (8%) interest in the company. In addition,  we
offer our customers the ability to make  reservations  on over 437 airlines,  at
more than 35,000 hotels and with most major car rental  companies,  cruise lines
and tour  package  operators.  Our travel  product  and  service  offerings  are
available to our customers through:

-    our  exclusive   franchise  network  of  over  350  domestic  and  over  50
     international travel agencies;

-    our  websites  (www.travelnetwork.com,  www.etravnet.com, www.hagglewithus.
     com) and websites  which  are  not travel-related,  but  which  utilize our
     travel reservation system; and

    Since the  inception  of the  franchise  company  over 18 years ago, we have
built a network of approximately 350 domestic and approximately 50 international
travel agencies which we sell as franchises to various  individual and corporate
franchisees,  each of whom  bears  the  costs  of  establishing  the  particular
franchise  location.   Over  50  of  our  domestic  locations  are  in  Wal-Mart
Supercenters under the trade name "Travel Network Vacation Central ." We plan to
open  additional  Vacation  Central  franchise  locations  in  various  Wal-Mart
Supercenters   and  other  mass   merchandisers   or   throughout   the  US  and
internationally.  This "store-within-a-store"  concept has resulted in increased
sales and exposure reaching an estimated 40,000 to 60,000 consumers per week per
Wal-mart location  spanning over 3 << years of operation;  and we believe we are
well positioned for expansion of this concept to other chains.

    Establishing  travel  agency  franchises  has  facilitated  our  growth  and
enhanced our operations because:

-    we pass all start-up costs to the franchisee;

-    as  franchisor,  we are able to control and oversee the  operations  of the
     newly-created  franchise,  thereby  ensuring  that  our high  standards  of
     quality are maintained; and

-    we can obtain  significant  discounts from various travel providers because
     of  our  purchasing  power  which  results  in  better  prices  and  higher
     commissions  for  franchisees  which can be passed along to the consumer as
     competitive pricing and value added services.
<PAGE>
    We have  also  extended  our  franchise  model to  web-based  travel  agency
businesses,  thereby  giving  us an  increased  presence  on the  Internet.  The
franchise  format  we use for  web-based  agencies  has  features  similar  to a
franchise for a "brick and mortar" or actual site travel agency.  Once again, we
can pass the  start-  up costs  along to the  franchisee  while  increasing  our
network and enhancing our bulk purchasing power opportunities.

    In addition to establishing franchises, we also

-    sell airline  tickets,  hotel and resort room nights,  car rentals,  tours,
     cruises,  packages and other travel- related products directly to consumers
     and Internet-based travel agencies as well as our franchisees;

-    provide various "backbone" Internet and non-Internet services,  including a
     unique system to make and pay for travel reservations,  to our franchisees;
     and

-    generate advertising and other Internet usage revenues from the various web
     sites in our franchise network.

    Total gross  bookings for the aggregate  sales of the  franchise  chain have
grown  from  $1.1  billion  in 1994 to in  excess of $1.5  billion  in 1999.  We
generated  revenues of $3.3  million,  $4.5  million,  and $5.9  million for the
fiscal years ended December 31, 1997, 1998 and 1999 respectively. Gross bookings
represent the aggregate  retail value sold by our entire  franchise  network for
travel products and related services sold to their customers.

BUSINESS ACQUISITION

     Etravnet.com,  Inc. was  incorporated in the State of New York in December,
1981 under the name Playorena,  Inc. ("Playorena").  Playorena formerly operated
recreational  play and exercise  programs  specifically  designed for  children.
Playorena  discontinued  these  operations  in November,  1997.  In July,  1998,
Playorena  sold  all of  its  assets  to an  entity  formed  by  Michael  Astor,
Playorena's then largest shareholder.  Mr. Astor transferred to Playorena all of
his common stock in Playorena in exchange for the assets of  Playorena.  Also in
July,  1998,  Playorena  effected  a 1  for  20  reverse  stock  split.  Shortly
thereafter  $1.1  million  in  debt  was  converted  into  8,612,624  shares  of
Playorena's Common Stock.

    On July 27, 1999,  Playorena,  Playorena  Acquisition  Corp., a wholly-owned
subsidiary  of  Playorena,  and Global  Travel  Network  LLC, a New York limited
liability   company   ("Global")   entered  into  an   Agreement   and  Plan  or
Reorganization  (the  "Merger   Agreement").   In  accordance  with  the  Merger
Agreement,  Playorena  acquired all of the outstanding  membership  interests of
Global in exchange for 5,063,379 shares of Playorena Common Stock. The 5,063,379
shares of Playorena Common Stock includes  4,931,087 shares which were issued to
the  holders of all of the  outstanding  membership  interests  of  Global,  and
132,292  shares which were  reserved  for  issuance  upon the exercise of Common
Stock Purchase  Warrants issued by Playorena to certain former holders of Global
membership interests in exchange for warrants to purchase additional  membership
interests in Global.

    Immediately prior to the merger,  Playorena effected a .027533 for 1 reverse
stock  split  which  resulted  in a  total  of  294,694  shares  of  issued  and
outstanding  Playorena  Common  Stock.  As a result of the  merger,  the  former
holders of membership  interests in Global  received  49,319 shares of Playorena
Common Stock for each one percent of Global  membership  interest held. Upon the
completion of the merger,  4,850,716  shares or approximately 93 % of the issued
and outstanding  Common Stock of Playorena was owned by former holders of Global
membership  interests and Global became a wholly-owned  subsidiary of Playorena.
Concurrently with the merger, Playorena amended its Certificate of Incorporation
to change its name to Etravnet.com, Inc.
<PAGE>
INDUSTRY BACKGROUND

Travel Industry

    The U.S. travel  industry is large and growing.  Consumers in the U.S. spent
$126 billion on travel through travel  agencies in 1999, up from $101 billion in
1997,  according to the Travel Weekly 1998 U.S.  Travel Agency  Survey.  Airline
travel (including leisure and business travel) represents the largest segment by
dollar  volume of the travel  industry and  constitutes  $71 billion,  or 56% of
total travel dollar volume booked through travel  agencies in 1999, as stated in
the survey.  Historically,  airlines,  cruise lines,  tour  operators  and, to a
lesser  extent,  hotels and rental car  agencies  have relied on internal  sales
departments  and travel  agencies as their primary  distribution  channels.  The
traditional  travel agency  channel is highly  fragmented,  with few  nationally
recognized  brands.  According to the Airline Reporting  Corporation,  there are
over 23,000 travel agencies operating in more than 33,000 locations in the U.S..

    Customers traditionally have relied on travel agents to access and interpret
the large amounts of rapidly changing and complex information relating to travel
products.  In many cases,  the ability of customers to obtain the most favorable
schedules  and fares has been subject to the skill and  experience of individual
travel agents. However,  consumers are increasingly seeking alternative means to
access complete travel  information and the ability to make informed  autonomous
travel-related purchases.

Growth in Internet Travel Services

    The traditional travel industry is one in which the consumer is faced with a
multiplicity   of  choices   relating  to  schedules,   prices  and  reservation
availability.   This  market   complexity  makes  the  Internet  a  particularly
well-suited  medium for the  consumer to use to conduct  real-time  research and
make informed buying decisions.  According to Forrester Research, online leisure
travel bookings are expected to grow from $3 billion in 1998 to over $29 billion
in 2003. The purchase of travel  products  requires easy access to a vast amount
of  data  regarding  pricing,  scheduling  and  availability  and  other  travel
information. This data changes frequently and consumers are increasingly seeking
more  convenient  access to this  information and the ability to comparison shop
for travel products.  Additionally, the existing travel agency infrastructure is
highly  fragmented  and is under  economic  pressure  which may  require  travel
agencies to reduce their service and  institute or increase  their service fees.
Consequently,  consumers  have thus far been  receptive to initial  offerings of
travel  services on the Internet and online  travel  bookings have become one of
the largest categories of electronic commerce.  Consumers have been attracted by
the convenience of purchasing  travel products and services via the Internet and
to date have  sought  online  travel  sites that are  easy-to-use  and that have
compelling  travel-related  content such as booking capabilities and destination
information.
<PAGE>

OUR TRAVEL AGENCY FRANCHISE OPERATIONS

Start-up Agencies

    Our domestic  travel agency  franchise  operations  included 356 agencies at
December 31, 1999,  operating in 37 states.  We also have  international  travel
agency franchise operations and master franchise representation consisting of 51
agencies at December 31, 1999, representing 21 countries.  All of our franchises
operate under the names  "Travel  Network,"  "Global  Travel  Network,"  "Travel
Network  Vacation  Central," or "ETN 2000" for Small Office,  Home Office (SOHO)
locations.

    Currently,  over 50 of our  domestic  franchise  locations  are  located  in
Wal-Mart  Supercenters under the trade name "Vacation Central." We will continue
to seek "store-within-a-store" locations for our franchises in order to increase
our brand visibility and also to facilitate one-stop shopping for our customers.
We also have well known  companies  such as Payless  Car  Rental  operating  our
franchises.  We will  continue  to seek to market  the  franchising  program  to
larger,  experienced  and  successful  operators with the financial and business
capability to develop multiple franchise agencies.

    Franchisees are required to execute a standard franchise  agreement prior to
operating a Travel Network  agency.  Our current  standard  franchise  agreement
provides  for,  among other  things,  a one-time,  non-recurring  franchise  fee
ranging from $19,900 to $29,900,  payable  upon the  execution of the  franchise
agreement,  for "brick & mortar" franchise locations.  This fee covers our costs
incurred in connection with our start-up training, assistance and supervision of
the  franchisee as well as initial  forms,  supplies and manuals.  SOHO internet
agencies online have a franchise entry fee of $3,995.

    Start-up  franchisees  are required to pay us the following  monthly service
fees:

-    $350 during the first year of operations;
-    $550 during the second year of operations;
-    $750 during the third year of operations;
-    $750 plus an increase in proportion to the current  yearly  increase in the
     Consumer  Price  Index  during  the  fourth  through  the  tenth  years  of
     operation.

    SOHO  internet  agencies are required to pay $100 per month during the first
year of operation and $150 per month thereafter.

    Franchisees  also pay us a monthly fee of $50 which pays for the maintenance
of their website and online booking engine.

    Franchisees  are  approved on the basis of their  business  and  educational
background, net worth and capital available for investment. We offer third-party
financing arrangements to our franchisees. All franchise applicants must have at
least $60,000 available for start-up and working capital purposes.

    We provide numerous  support  services to our franchisees.  We assist in and
approve all site  selections.  Thereafter,  we provide  architectural  prototype
plans suitable for store lay-out and design.  We also supply the franchisee with
guidelines  which will assist in lease  negotiations  for the site except in the
case of Wal-Mart  locations  which are  pre-negotiated  by us. The franchisee is
required to follow our models for all signage. The franchisee is responsible for
all  costs  associated  with  site  selection,  development,   construction  and
decoration.
<PAGE>
    We  require  all of our  franchisees  to  complete  an  intensive  four week
training workshop which includes one week of business development training,  one
week of Travel Network agency operations,  one week of airline computer training
and one week of hands-on training held on-site at the agency. In addition to the
extensive  training  provided  to  each  of our  franchisees,  we  provide  each
franchisee  with  extensive  operations  manuals  and  remain  available  to our
franchisees for management  assistance and support.  We communicate with each of
our  franchisees  by our telephone help desk,  through our  electronic  bulletin
board and e-mail through the airline computer  system,  and through our intranet
on-line  communications  system.  Each franchisee also has a representative  who
serves as a  liaison  between  the  franchisee  and our  office.  We also  offer
assistance to our franchisees in the following areas:

-    site selection;
-    recruiting,   screening  and  hiring   recommendations  for  employment  of
     qualified staff;
-    one year subscription to trade publications;
-    4 week up-front training program;
-    store layout and design;
-    a furniture and equipment package is available for purchase;
-    bookkeeping system setup and assistance;
-    and  notification  of industry  suppliers  who send the  initial  supply of
     travel brochures and literature; and
-    include  franchisees on mailing lists and vendor rep visitation  schedules;
     on-going field support visitation from our field training team.

    Franchised  agencies are required to be operated in accordance  with uniform
operating   standards  and  specifications   relating  to  travel  services  for
consumers,  signage, decor,  equipment,  maintenance and cleanliness of premises
and customer service.  All standards and  specifications are developed by us and
applied on a system-wide basis. We continuously  monitor  franchisee  operations
through visitation to locations. We have the right to terminate a franchise if a
franchisee  does not operate  and  maintain a location  in  accordance  with the
requirements of its franchise  agreement.  We also have the right to terminate a
franchise  for  non-compliance  with certain  other terms and  conditions of the
franchise agreement such as non- payment of fees, sale of unauthorized products,
bankruptcy or conviction of a felony.  During the fiscal year ended December 31,
1999, we terminated 13 franchise agreements.

Conversion Agencies

    In addition to our Start-up  franchise  agencies,  we also offer alternative
franchise arrangements to pre-existing,  full service travel agencies which wish
to become  part of our network of agencies  and  thereby  enjoy the  benefits of
higher  commissions  and  competitive  travel  programs  and also to utilize our
various  web site and  internet  services.  These  agencies  are  referred to as
"Conversion  Agencies"  due to the fact that they  were  previously  independent
agencies  which have utilized some or all of the services  which we offer to our
Start-up franchisees including:

-    Higher   commissions  on  travel  products  which  result  from  negotiated
     agreements with suppliers;
-    Access to their own interactive  internet  website using our  sophisticated
     technology;
-    Access to our award winning marketing and customer loyalty programs;
-    Access to training programs for staff and outside sales team.
<PAGE>
    The  sign-up fee for a  Conversion  Agency is $3,000 for the first three (3)
years.  We also receive a service fee of $300 per month for the first year; $400
per month  during the second year and $550 per month for the third year with CPI
adjustment in future years.

Small Office/Home-Office ("SOHO") Agencies

    We also enter into  franchise  relationships  with  individuals  who wish to
operate a travel agency from their homes or offices.  Operators of SOHO agencies
are able to avail  themselves  of all of our travel  related  products,  on-line
services.  SOHO agencies are similar to Start-up  franchises  but do not require
site  locations  within  which to conduct  business  since  these  agencies  are
operated by individuals from their home or office.

    SOHO agencies are easier for us to franchise because:

-    No site location, development or decorating is required;
-    There are no staff or employees which need to be hired and trained; and
-    Operations are more  streamlined and easier to manage since the business is
     completely web-based.

    SOHO agencies represent an effective,  low-cost franchise alternative for us
which  allows us to easily  develop an extensive  franchise  network and also to
operate  franchises  in more remote areas due to the ease with which SOHO agency
franchises can be established  and  maintained.  The one-time  sign-up fee for a
SOHO agency is $3,995.  We also receive a service fee of $100-$150 per month and
30% of the gross  commissions  earned by each SOHO agency for the sale of travel
products.

Regional and International Presidents

    We have  established  356  franchise  agencies  throughout  the U.S.  and 51
franchise  agencies  abroad  through  the  combined  efforts  of  our  Corporate
Headquarters   Sales  Team  and  our  Regional   Presidents  and   International
Presidents.  A Regional  President  is given the right,  for a  designated  area
within the U.S., to solicit,  interview and recommend prospective franchisees to
the  Company.  The  Regional  President  continues  to oversee the  training and
development of the  franchisees  after the initial 4 week training is concluded,
which have been  developed by the Regional  President and also provides  support
services to the franchise on an ongoing basis.

    An International  President is given the right, for a designated area in one
or more  countries,  to operate our franchise  system  within the  international
territory, and, thereafter,  solicit international franchise locations. Upon the
acquisition of eligible franchisees,  the International President supervises the
establishment  of franchises in accordance with the local laws of the territory.
The  International  President  oversees  the  training  and  development  of the
franchises  which have been  established  and provides  support  services to the
franchise on an ongoing basis.

    Our  use  of  Regional  and  International  Presidents  has  assisted  us in
expanding our franchise network both domestically and abroad.  Additionally,  we
have an increased  degree of control over our franchises  which remain under the
supervision of Regional and International Presidents.  Furthermore, Regional and
International  Presidents  are  better-equipped  to locate  promising  franchise
candidates  and to oversee the  franchise  process due to  familiarity  with the
location  of  the  franchise  as  well  as  the  prevailing  laws  and  business
conditions.
<PAGE>
    Each start-up  franchisee which is referred to us by a Regional President is
required to pay us a $19,900 - $29,900  one-time sign-up fee and monthly service
fees  ranging  from $350 to $750 plus CPI  depending  on the number of years the
franchise has operated.  Each Regional  President in the U.S. is required to pay
us a one-time  sign-up fee ranging  from $40,000 to $200,000 in general and each
International President's territory ranges from $100,000 - $500,000, in general.

    The following table sets forth each of our different  components of domestic
franchising operations, revenues recorded in connection with each component, and
the  percentage  of each  components  revenues to our total  domestic  franchise
related revenues for the fiscal year ended December 31, 1999:
<TABLE>
<CAPTION>
Franchise Form               No. of Agencies    1999 Revenue Percentage of 1999 Total
--------------               ---------------    ------------ ------------------------
<S>                               <C>            <C>                   <C>
Start-up Franchise Agencies       163            $915,000              46%

Conversion Agencies                40             120,000               6%

SOHO Agencies                      12              55,000               3%

Vacation Central Agencies          52             507,000              26%

Agencies Established by
Regional Presidents                38             160,000               8%

Agencies Established by

International Presidents           51             209,000              11%
                                               ----------             ----
                                               $1,966,000             100%
                                               ==========             ====
</TABLE>

OUR INTERNET OPERATIONS

    Online sales of travel  services have expanded  dramatically in recent years
due to the substantial  benefits of e-commerce to both travel service  suppliers
and consumers. By moving their travel services online, travel service suppliers,
retail travel  agencies and travel  wholesalers can reach a global customer base
from a central location.  Furthermore, both the low cost of customer interaction
and the automation of processing and fulfilment  functions supported by Internet
sales allow online travel  service  providers  the  potential to maintain  lower
operating  expenses.  Consumers  benefit  from  convenient  access to a range of
travel options and information regarding available travel services and products.
According to Forrester Research,  online travel bookings are expected to grow to
$29.5 billion in 2003 from $3.1 billion in 1998,  representing a compound annual
growth rate of 57%.

    As the online travel services  industry  continues to evolve and mature,  we
believe consumers will increasingly demand an easy to use web site that provides
a broad  range of travel  services,  including  transportation,  accommodations,
activities  and  travel-related  content and the ability to comparison  shop for
preferred suppliers, price levels, destinations and packages. To offer consumers
maximum  value and  competitive  prices,  the web site must have access to value
added and  competitive  travel pricing in addition to published  rates and fares
through a global distribution  service.  In addition,  we believe travel service
suppliers will seek online  distribution  partners that will aggressively market
their products to provide an effective  distribution channel that helps minimize
excess  capacity and responds  quickly to distressed  inventory  while suppliers
maintain published rates.
<PAGE>
OUR ETRAVNET WEBSITE

    Our  website  provides  consumers  with  content-rich,   value-added  travel
services as well as on-line, real-time negotiating for their services.  Visitors
to our  site  at  www.etravnet.com  have  immediate  access  to our  easy to use
proprietary  booking  engine.  Unlike  many other  travel  web sites,  we do not
require  customers to  pre-register  or provide  personal  information  prior to
searching our database for travel options. Visitors simply type in their desired
destination  and  itinerary,  and the booking engine  simultaneously  displays a
range of travel options,  rates and availability for the visitor to compare.  At
any time, visitors can review detailed information about each of our destination
markets, including in-depth hotel and dining information,  local news and events
and other travel planning  information.  We provide customer support through our
call  center 24 hours a day,  7 days a week to  answer  customer  questions  and
assist in finding the best travel  value for their needs.  Customers  can either
complete  travel  purchases in a few easy steps online,  or call our reservation
center to purchase travel offline.

    As of  December  31,  1999,  our travel  inventory  includes  contracts  for
wholesale  rates at over 4,000 hotels in the U.S. and 30 countries and access to
wholesale  airfares with 37 major  airlines.  To complete a purchase,  customers
select the hotel and/or airline of their choice and supply basic  identification
and credit card information.  Once the order is submitted, the customer receives
instant online  confirmation that travel has been booked and a subsequent e-mail
to verify the  transaction.  We also  provide our  customers  with the option to
complete  travel  purchases  quickly and  efficiently  through  our  reservation
center.  Fulfilment is completed with e-tickets,  whenever possible,  or printed
tickets sent to the customer by overnight courier service.

    Our customers can view detailed information on many different travel options
and travel related  services at any time while  shopping for travel values,  all
without leaving the convenience of our web site.

-    HOTELS.  By selecting and featuring a broad range of hotels in the economy,
     mid-price  and luxury  price  ranges in  desirable  areas of each market we
     serve,  we assist our  customers in finding the  properties  best suited to
     their individual preferences and budget.

-    SPECIALS.  We offer various  "specials" in  cooperation  with our strategic
     partners in each market we serve by offering deeper than usual  promotional
     discounts for a select number of hotels and  hotel/air  packages,  cruises,
     tours and car rentals.

-    LOCAL  EVENTS AND  ATTRACTIONS.  We offer  extensive  information  on local
     events and  attractions by providing  access to local content  providers in
     each of our destination markets in the U.S.

-    RESTAURANT   GUIDE.   We  allow  customers  to  view  over  100,000  dining
     alternatives  in  over  7,000  cities  by  featuring   restaurant   photos,
     commentary  and menus and providing our  patent-pending  technology to make
     restaurant reservations on-line.
<PAGE>
-    GROUND TRANSPORTATION. We offer access to rental car reservations and other
     local transportation options, such as limousine and shuttle services.

-    WEATHER  REPORTS.  We provide  access to current  weather  information  for
     planning for packing and ground transportation on arrival.

-    TRAIN INFORMATION. We offer complete information on International rail.

-    CRUISE  INFORMATION.  We offer complete  cruise  information  for all major
     cruise  lines with cruise  itineraries  throughout  the world.  By entering
     specific preferences,  the consumer prompts our computer system to sort out
     the ships and sailing dates that fit the  travelers'  desires while posting
     our special rates as compared to the cruise line's brochure rates.

-    TOURS. We offer an extensive  selection of tours  throughout the world with
     value-added items as well as competitive pricing.

-    MISCELLANEOUS SERVICES. Consumers who visit our website also have access to
     flight  tracking,  an information  source with departure and arrival update
     information  of  flights  on  the  day  of  travel,   currency   conversion
     information,  travel insurance and quick air fare check,  which enables our
     consumer to select  departing and arriving  cities as well as departure and
     return dates and receive instantaneous fare information.

OUR HAGGLE WEBSITE

    Users of our website may also  negotiate in "real time" directly with travel
providers for low prices through the use of  "HaggleWithUs.Com,"  our web-based,
one-on-one  reverse auction  website.  HaggleWithUs is owned and operated by the
Company and allows a consumer to  negotiate  directly  with any travel  supplier
chosen by the consumer.  The consumer makes a bid for the purchase of the travel
services,  which bid is transmitted to the travel supplier or its representative
through the  HaggleWithUs  website.  The bid is converted to an automated  phone
call which is received by the travel supplier or the representative  which point
the bargaining  process begins.  Assuming the travel provider is able to offer a
price which is  acceptable to the consumer and the consumer is willing to accept
the price of the travel  supplier,  a confirmation  will be issued by the travel
provider  within  seconds of the  initial  consumer  inquiry.  The  HaggleWithUs
process enables a consumer to maintain control over his transactions by allowing
the consumer to pick the travel supplier,  bid directly with the travel supplier
for the lowest price and confirm the travel arrangements, all within minutes. We
have contracts for over 4,000 hotels with wholesale  rates which we will utilize
for the HaggleWithUs  website. We plan to expand the use of HaggleWithUs to sell
cruises,   resorts,   hotels  and  rentals  and  airline  tickets.   We  have  a
pending-patent   application  on  file  for  the  technology  which  drives  the
HaggleWithUs products.

    We will derive  revenues from monthly  listing fees from each travel service
provider which utilizes the HaggleWithUs  website as well as a sign-up fee and a
transaction  fee that will be a  percentage  of the cost of the travel  services
purchased.   Our  listing  fees  for  travel   suppliers  who  wish  to  utilize
HaggleWithUs are:

-    a subscription fee of $150.00 for the first year,
-    $25.00 per month maintenance fee; and
-    13% of gross sales exclusive of tax and transaction fee.
<PAGE>
    We have also  developed a  real-time  reservations  system  which will allow
consumers  to transact  directly  with travel  suppliers in real time to reserve
hotel rooms, tours and other travel services. This on-line reservation system is
called  "ReZconnect," and will soon be available on our website.  We expect this
patent- pending technology to be available to consumers in or about April, 2000.

OUR INTERNET B-2-B MODEL

    Commencing   in  or  about  April,   2000,  we  will  begin  to  extend  our
business-to-business  (B-2-B) business model to Internet companies which are not
in the  travel  industry  bur which  own high  traffic  web sites  with a strong
demographic  of  upscale  users or large  e-commerce  web  sites,  which are not
travel-related  but which would like to offer our travel  products  within their
own web sites and under their own brand name.  These B-2-B sites are referred to
as "Private Label Agencies." The sales of the travel products on these sites are
transacted  through our Internet booking engine and the revenues  generated from
these sales are shared by us and the owner of the web site. Our Internet booking
engine will also be available to our start-up  franchises,  conversion agencies,
SOHO agencies,  as well as independent  travel agencies under our Power Partners
non-franchised  program,  each of whom may establish its own web site, using its
own brand name.  Through their use of our Internet  booking engine,  franchisees
and B-2-B  private  labeled  sites will  offer  their web  clients an  efficient
mechanism to  electronically  purchase  air travel  services,  hotel rooms,  car
rentals, cruises and tours and vacation packages.  Additionally,  the use of our
Internet booking engine will enable our B-2-B users to benefit from:

-    providing an important service on their web sites that creates a reason for
     users to visit more often and stay on the site longer;
-    tracking  all  accounting  matters  related  to sales  made on their  site;
     discounted and competitive travel products;
-    the  capability  to utilize  our  patent-pending  technology  which  drives
     HaggleWithUs  and  Rezconnect,   our  on-line,   real  time  travel-related
     services;
-    revenue sharing on the sales of all travel products.

    The Private  Label Agency pays us a one-time fee of $4,000 and their revenue
shares a  commission  split  equal to up to 50% of the  base  commission  of the
aggregate  purchases of all travel  products sold through our booking  engine on
the private label site.

    We have entered into an agreement with Amadeus,  our booking engine provider
which will enable us to earn revenues,  or segment fees,  based on the number of
reservations  made by us or any of our franchise  agencies  and/or Private Label
agencies.  Each reservation will correspond to a certain number of segments. For
example, a tour, a cruise and a combination of air, hotel and car rental will be
credited for 2,2, and 4 or more segments, respectively. We estimate that 10 tour
bookings (equal to 20 segments), 10 hotel bookings (equal to 20 segments) and 73
combined  air,  hotel  and car  rental  bookings  (equal to 292  segments)  will
generate  $100,000 in gross  revenue from Amadeus.  Our  agreement  with Amadeus
provides  that we receive  $0.60 per segment per year based on the total booking
volume of our company.
<PAGE>
MARKETING AND SALES

    We utilize a variety of  marketing  programs  to  attract  new and  existing
travel  agencies and  potential web and non-web  based  franchisees  and Private
Label web sites of companies  not in the travel  industry  into our network.  We
also are  continually  trying to increase brand  awareness and promote our brand
names,  including  Travel  Network,  HaggleWithUs.Com  and  Etravnet.com.  These
programs are intended to include, among others,  investing in online advertising
and entering into selected  marketing  relationships to drive traffic to our Web
site and toll-free  telephone  reservation and customer service center.  We also
intend be strategically  placed on search engines,  enter in B-2-B relationships
with high profile e-commerce  companies,  utilize the resources of strong public
relations and investor  relations  firms, and place  advertisements  on selected
high  viewership  cable  television  shows  implementing  a two  million  dollar
($2,000,000) cable television  advertising  campaign for which we have purchased
air time. We also will be attending trade shows,  engaging in telemarketing  and
sending  broadcast  faxes to  restaurant  associations  and groups,  tourist and
visitor and convention boards, hotel associations and hotel groups and e-mail to
reach  domestic  and   international   potential  private  label  customers  and
ReZconnect  customers  from our hotel and  restaurant  sites as well as products
from HaggleWithUs.com

Marketing Relationships

    We seek to increase our bulk purchasing  power, the range of travel products
we offer,  the consumer  base which has access to our  products  and  franchised
agencies, our access to online customers, build brand recognition and expand our
online  presence by entering into  agreements  with select  wholesale and retail
travel providers, online search engines, content providers,  communities and Web
sites. We refer to those  agreements as strategic  marketing  relationships.  To
this end,  we have  already  established  a  strategic  relationship  with Go-Go
Worldwide Vacations.

COMPETITION

        The market for travel products and services is extremely competitive. We
compete primarily with:

-    traditional  travel  agencies  such  as  American  Express  Travel  Related
     Services, Carlson Wagonlit Travel and Uniglobe Travel;

-    individual  airlines,  hotels,  car  rental  companies,  and  tour  package
     operators and other travel suppliers;

-    online travel  reservation  services such as Biztravel.com,  Cheap Tickets,
     Expedia  which is  operated by  Microsoft,  Getthere.com,  Preview  Travel,
     Priceline.com,  The Trip.com and Travelocity which is operated by The SABRE
     Group; and

-    consolidators and wholesalers of airline tickets and other travel products.

    In addition to the traditional travel agency channel,  most travel suppliers
also sell their products and services  directly to customers,  predominantly  by
telephone.  As the market grows for online travel services,  we believe that the
number of companies involved in the online travel products and services industry
will  increase  and travel  suppliers,  traditional  travel  agencies and travel
industry  information  providers will increase their efforts to develop services
that compete  with our online  services.  Many  airlines and hotels offer travel
services  directly  through their own Web sites,  including travel services from
other travel suppliers, eliminating the need to pay commissions to third parties
such as the  Company.  We are unable to  anticipate  which other  companies  are
likely to offer  competitive  services in the future.  There can be no assurance
that our online operations will compete  successfully with any current or future
competitors.
<PAGE>
    Many of the  our  current  and  potential  competitors  have  greater  brand
recognition, longer operating histories, larger customer bases and significantly
greater  financial,  marketing and other resources than we do and may enter into
strategic  or  commercial   relationships  with  larger,  more  established  and
well-financed companies.  Some of our competitors may be able to secure services
and products  from travel  suppliers on more  favorable  terms,  devote  greater
resources to marketing and promotional  campaigns and devote  substantially more
resources to Web site and systems development than our company. In addition, new
technologies and the continued enhancement of existing technologies may increase
competitive  pressures  on our  company.  Increased  competition  may  result in
reduced operating margins, loss of market share and brand recognition. There can
be no assurance that we will be able to compete successfully against current and
future competitors or address increased competitive pressures, which may cause a
decrease in our  business and  adversely  affect our results of  operations  and
financial condition.

INTELLECTUAL PROPERTY

    We regard our  intellectual  property as important to our future  success on
the  Internet.   Presently  our   intellectual   property   includes  our  names
"Etravnet.com"  and  "HaggleWithUs.Com"  and our copyrights in original works of
authorship created in connection with the business and our Web sites. We rely on
a combination  of laws and  contractual  restrictions,  including  trademark and
copyright  law,  trade secret  protection  and  confidentiality  and/or  license
agreements with our employees,  customers,  partners and others to establish and
protect our  proprietary  rights.  However,  available  trademark  and copyright
protection  may not be sufficient to protect our  intellectual  property.  Also,
such  protection  may not be available or sought by us in every country in which
our products and services are made available. Despite our precautions, it may be
possible for a third party to copy or otherwise  obtain and use our intellectual
property  without  authorization.  In addition,  there can be no assurance  that
others will not  independently  develop  substantially  equivalent  intellectual
property.  Our  failure  to protect  our  intellectual  property  could harm our
business.

    We also rely on third-party licensed technology for our computer systems and
content for our Web sites.  These  third-party  licenses may not continue to be,
and those which we may seek to obtain in the future may not be,  available to us
on commercially  reasonable terms or at all. The loss or inability to obtain any
of these  licenses  could result in delays in Web site  development  or services
until equivalent content, if available, is identified,  licensed and integrated.
Any such delays in site development or services could harm our business.

GOVERNMENT REGULATION

    We are subject to Federal Trade Commission regulation and several state laws
which regulate the offer and sale of franchises. We are also subject to a number
of state laws which regulate  substantive  aspects of the  franchisor-franchisee
relationship.

    The FTC's "Trade  Regulation Rule  Concerning  Disclosure  Requirements  and
Prohibitions  Concerning Franchising and Business Opportunity Ventures" requires
us to provide  disclosure of specified  information to prospective  franchisees.
Fifteen states,  including New York, also require similar disclosure.  While the
FTC rule does not require  registration  or filing of the  disclosure  document,
fourteen  states require  franchisors  to register the  disclosure  document (or
obtain exemptions from that requirement) before offering or selling a franchise.
The laws of seventeen  other  states  require  some form of  registration  under
"business opportunity" laws, which sometimes apply to franchisors such as us.
<PAGE>
    Laws  which  regulate  one or  another  aspect of the  franchisor-franchisee
relationship  presently exist in twenty-one states and the District of Columbia.
These laws regulate the franchise  relationship  by, for example,  requiring the
franchisor to deal with its franchisees in good faith,  prohibiting interference
with the right of free association among franchisees, limiting the imposition of
standards of performance on a franchisee,  and regulating  discrimination  among
franchisees in charges, royalties or fees. These laws have not precluded us from
seeking  franchisees in any given area.  Although these laws may also restrict a
franchisor  in  the  termination  of a  franchise  agreement  by,  for  example,
requiring "good cause" to exist as a basis for the  termination,  advance notice
to the  franchisee  of the  termination,  an  opportunity  to cure a default and
repurchase of inventory or other  compensation,  these provisions have not had a
significant effect on our operations.

    We are not aware of any pending  franchise  legislation which in its view is
likely to  significantly  affect our operations.  We believe that our operations
comply substantially with the FTC rule and state franchise laws.

    Some  segments of the travel  industry are heavily  regulated by the federal
and state governments, and accordingly, some services offered by us are affected
by such regulations.  For example, we are subject to United States Department of
Transportation  regulations  prohibiting  unfair and  deceptive  practices,  and
Airline Reporting Corporation regulation, which requires us to provide them with
a weekly report,  and a record of, every ticket sold since the previous  report.
In addition, Department of Transportation regulations concerning the display and
presentation  of information  that are currently  applicable to airline  booking
services  could be  extended  to us in the  future,  as well as  other  laws and
regulations  aimed at protecting  consumers  accessing online travel services or
otherwise.  We are  required to  register as a seller of travel  pursuant to the
Seller of Travel Act enacted in some states, comply with disclosure requirements
and participate in restitution funds.

    All of our  services  are subject to federal and state  consumer  protection
laws and regulations  prohibiting  unfair and deceptive trade practices.  We are
also   subject  to  related   "plain   language"   statutes  in  place  in  many
jurisdictions,  which  require  the  use  of  simple,  easy-to-read,  terms  and
conditions in contracts  with  consumers.  Such consumer  protection  laws could
result in  substantial  compliance  costs and interfere  with the conduct of our
business.

    Although there are very few laws and regulations  directly applicable to the
protections of consumers with respect to Internet commerce,  it is possible that
legislation  will be  enacted  in this  area and  could  cover  such  topics  as
permissible  online  content and user privacy  (including the  collection,  use,
retention and transmission of personal  information provided by an online user).
Furthermore,  the growth and demand  for online  commerce  could  result in more
stringent consumer protection laws that impose additional  compliance burdens on
online companies.

EMPLOYEES

    As of December 31, 1999, we had 34 employees, of which 25 were full-time and
9 were  part-time.  Of the total,  12 full-time were employed in  operations,  5
employees in  administration,  8 in sales and marketing and 9 in technology.  We
have never had a work  stoppage,  and none of our employees is  represented by a
labor union. We consider our employee  relations to be good. We believe that our
<PAGE>
ability to achieve our financial and operating  objectives depends in large part
upon our  continued  ability to recruit,  retain and motivate  highly  qualified
employees, and upon the continued service of our senior management and key sales
and technical personnel.

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

    We are involved in ordinary and routine litigation from time to time. We are
also involved in the following litigation:

    In a lawsuit  filed in  Indiana,  on June 1999 JCB  Enterprises  ("JCB"),  a
franchisee  of the  Company is seeking  money  damages in excess of $80,000  for
alleged violations of the Indiana Franchise Act and Indiana Deceptive  Franchise
Practices  Act,  for common law fraud,  rescission  of the  Franchise  Agreement
between us and JCB, as well as a  declaratory  judgment on whether a partnership
existed between JCB and us. JCB recently filed personal and corporate bankruptcy
and JCB's  interest  in the  lawsuit has been  transferred  to JCB's  bankruptcy
trustee who has given an indication of interest in settling the lawsuit  out-of-
court. We have made an offer to settle this lawsuit for $15,000.  This offer was
not accepted by JCB's bankruptcy trustee.

Item 4.  Submission of Matters to a Vote of Security Holders
-------  ---------------------------------------------------
    None.
<PAGE>
                                     PART II

Item 5.  Market for Registrant's Common Stock or Plan of Operation
-------  ---------------------------------------------------------

Common Stock Prices

     Our common  stock has  traded on the OTC  Bulletin  Board  under the symbol
"ETRV" from  September  17, 1999 to December 14, 1999 and "ETVT" since  December
15, 1999. 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:
<TABLE>
<CAPTION>
                                                  High           Low
                                                  ----           ---
<S>                                             <C>            <C>
Fiscal year ended December 31, 1998
     First quarter                              $.001         $ .001
     Second quarter                              .001           .001
     Third quarter                               .001           .001
     Fourth quarter                              .05            .001

Fiscal year ended December 31, 1999
     First quarter                              $.03          $ .01
     Second quarter                              .01            .01
     Third quarter                               .25            .02
     Fourth quarter (after 1 for 36.320052     13.50           6.00
                      reverse split)
</TABLE>

     At March 27, 2000 the  closing  price per share for our common  stock,  as
reported by Nasdaq was $8.00.

Dividend Policy

     We have not declared nor paid a cash dividend on our common stock since our
initial  public  offering.  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 1,  2000,  we had 685  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:

     (a) On July 27, 1999,  Playorena,  Playorena  Acquisition Corp., and Global
Travel  Network  LLC,  a New York  limited  liability  company  entered  into an
Agreement and Plan of  Reorganization  (the "Merger  Agreement").  In accordance
with the Merger Agreement,  Playorena acquired all of the outstanding membership
interests of Global in exchange for 5,063,379  shares of Playorena Common Stock.

<PAGE>

The 5,063,379 shares of Playorena  Common Stock includes  4,931,087 shares which
were issued to the holders of all of the  outstanding  membership  interests  of
Global, and 132,292 shares which were reserved for issuance upon the exercise of
Common Stock Purchase  Warrants issued by Playorena to certain former holders of
Global  membership  interests in exchange  for  warrants to purchase  additional
membership interests in Global.

     Immediately prior to the merger, Playorena effected a .027533 for 1 reverse
stock  split  which  resulted  in a  total  of  294,694  shares  of  issued  and
outstanding  Playorena  Common  Stock.  As a result of the  merger,  the  former
holders of membership  interests in Global  received  49,319 shares of Playorena
Common Stock for each one percent of Global  membership  interest held. Upon the
completion of the merger,  4,850,716  shares or approximately 93 % of the issued
and outstanding  Common Stock of Playorena was owned by former holders of Global
membership interests and Global became a wholly-owned subsidiary of 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.

     (b) On or about  December 8, 1999 the Company  issued  47,250  shaes of its
common  stock 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.


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

     Etravnet.com,  Inc. (the "Company") is a leading  franchisor of traditional
"brick and  mortar"  travel  agencies as well as  Internet-based  travel-related
services.  We are also a full-service  provider of discount  travel products and
services to the leisure and small business  traveler.  We operate business under
our trade names "Travel  Network,"  "Global Travel  Network" and "Travel Network
Vacation Central" as well as web sites "Etravnet.com,"  "HaggleWithUs.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.

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  when the  related  service  is booked  and paid for.
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  in 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
sellers.  Because  the  Company is the  merchant  record in these  transactions,
revenue for these services includes the total amount billed to the customer.

     The commission  rates paid by travel  suppliers,  in addition to overrides,
are  determined  by  individual  travel  suppliers  and are  subject  to change.
Historically,  typical  standard base commission  rates paid by travel suppliers
have been  approximately 10% for hotel  reservations,  5% to 10% for car rentals
and 10% to 15% for  cruises and  vacation  packages.  Based on the past  several
years leisure vendors including tour operators,  cruise lines, and hotel and car

<PAGE>

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 on online
transactions revenue will increase due to the fact that its leisure bookings are
much greater as  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, except as indicated:
<PAGE>
<TABLE>
<CAPTION>
                                      Year Ended      Year Ended
                                      December 31,    December 31,
                                          1999           1998
                                      -----------     -----------
<S>                                    <C>             <C>
Revenues

  Franchise fees                         7.0 %         21.2 %
  Franchise service fees and
     other                              26.2 %         28.0 %
  Travel products and services          65.0 %         48.5 %
  Advertising and other                  1.8 %          2.3 %
                                       -------         ------
TOTAL REVENUES                           100 %          100 %
                                       -------         ------
Operating Expenses

  Cost of travel products and sales     59.1 %         44.9 %
  Marketing and selling                 21.9 %         29.5 %
  General and administrative            23.8 %         23.3 %
  Merger related charges for
     issuance of common stock            4.0 %           -
                                       -------         ------
TOTAL OPERATING EXPENSES               108.8 %         97.7%

  Income (loss) before other
     income and income taxes            (8.8 %)         2.3 %
  Other income - primarily interest      1.4 %          1.6 %
                                       -------         ------
  Income (loss) before income taxes     (7.4 %)         3.9 %

Income taxes                              -              -
                                       -------         ------
  Net income (loss)                    (7.4 %)           3.9%
                                       =======         ======
</TABLE>
<PAGE>

Comparison of years ended December 31, 1999 ("1999") and 1998 ("1998")

REVENUES

  Franchise  Fees.  Franchise  fees  declined  in 1999 as  compared to 1998 as a
direct result of management's decision in 1999 to focus all of its resources and
funding on a development and growth of the Company's Internet presence. In 1999,
the Company reduced its  advertising and promotion of franchising  activities in
its domestic and  international  market because of time and cost  considerations
and devoted full attention to its development of Internet based travel services.
The company's Internet business has completed its beta testing,  and is expected
to be  released  in the  early  part of the  second  quarter  of the year  2000.
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.  Franchise service fees increased from 1999
to 1998 by  approximately  $293,000 or 23%. The increase is  attributable  to an
increase in the number of  operating  franchisees  in 1999.  Additionally,  each
franchise  agreement  requires  franchisees to pay monthly franchise fees, which
have annual scheduled increases.

  Travel  Products and  Services.  Travel  products  and  services  increased by
approximately  $1,664,000  from 1998 to 1999,  for an increase of  approximately
76%. The increase is  attributable  to an increase in the number of  franchisees
utilizing  the  Company  as  their  credit  card  merchant  of  record,  various
incentives  offered  to  franchisees  by the  Company  to  interest  franchisees
customers  in travel  packages,  increased  customer  traffic as a result of the
Company's Internet ("on-line") presence, and an increase in override commissions
received.

OPERATING EXPENSES

  Cost of travel  products and  services.  Cost of travel  products and services
increased by approximately  $1,478,000 or 73%. These costs increased as a result
of  higher  commissions  and fees paid to  franchisees  in  connection  with the
earlier  noted  incentives  offered to  customers,  as well as increased  travel
related revenue.  Cost of travel products and services as a percentage of travel
products and services  sales were  approximately  91% for 1999 and 93% for 1998.
The  slight  improvement  in gross  margin is the  result of  certain  incentive
programs  offered  to  customers  in 1999  and not in  1998.  Certain  of  these
incentive programs were substantially wound down as of December 31,1999.

  Marketing   and  Selling.   Marketing  and  selling   expenses   decreased  by
approximately  $34,000 from 1998 to 1999.  The  decrease  represents a change of
approximately  2.5%.  Decreases  in  payroll  costs  were  partially  offset  by
increases in incentives and on-line related commissions.

  General  Administrative.  General and  administrative  expenses  increased  by
approximately  by $357,000 or 34% from 1998 to 1999.  As a  percentage  of total
revenues,  general and administrative expenses were 23.8% in 1999 as compared to
23.3% in 1998.  The increase in general and  administrative  expense in 1999 (in
dollar terms) is attributable to increases in consulting expenses related to the
Company's expanding Internet activities,  professional and other fees related to
the  Company's  status  (as of  September  17,  1999)  as a public  company  and
stock-based  compensation  recorded  in 1999  related to the  granting  of stock
options to employees and consultants in 1999.
<PAGE>
  Merger  Related  Charge for Issuance of Common Stock.  In connection  with the
Company's revenue  acquisition of Playorena,  Inc.  consummated on September 17,
1999,  the  Company's  investment  advisors  were  issued  80,371  shares of the
Company's common stock.  For financial  accounting  purposes,  we estimated that
each  share  had a fair  value  of  $3.00  on the  date of the  transaction.  We
determined fair value based on our investment advisors estimates of entity value
for purposes of allocating shares between the former Playorena  shareholders and
the Company's shareholders.

  Variability of Results

  The Company's  travel  products and services  gross  bookings  have  increased
significantly  year to  year  due to  expansion  of the  Company's  distribution
channels,  travel  services  and  customer  base,  repeat  purchases by existing
customers and increased  customer  acceptance of electronic  commerce.  Revenues
from travel  products and services grew in conjunction  with the growth in gross
bookings.  Operating expenses have similarly  increased on a year to year basis,
reflecting  increased spending on developing the Company's online operations and
expanding its strategic relationships.

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

  Although the Company was  successful  in becoming a public entity in September
1999, no capital was raised in connection therewith. Previously, in March, 1999,
the Company's wholly owned  subsidiary,  Global Travel Network,  raised $210,000
(net of $40,000 in syndication costs) in a private sale of membership interests.
In January 1998 Global Travel Network raised $855,000 in another private sale of
membership interests.

  Cash used in operations was approximately  $42,500 in 1999 and $6,000 in 1998.
Cash used in operating  activities  in 1999 was  primarily  attributable  to the
Company's  net loss,  increases  in accounts  receivable,  prepaid  expenses and
security  deposits,  all of which were partially offset by increases in accounts
payable and other  liabilities.  Cash used in operating  activities  in 1998 was
primarily  attributable  to an increase in accounts  receivable  and decrease in
accounts payable and accrued expenses.

     Cash used in investing activities in 1999 was approximately  $59,000 and in
1998 was approximately  $144,000.  Cash used in investing activities in 1999 was
primarily for payments for short term  investments,  furniture  and fixtures,  a
down payment on our software  license fee, all partially offset by cash provided
by Travel Network On-Line,  LLC, in which we owned a 25% interest until December
8, 1999,  when we acquired  the balance of the  company.  Cash used in investing
activities  in 1998 was  primarily  for payments for  furniture and fixtures and
payments for short-term investments.

     Cash provided by financing activities was approximately $12,000 in 1999 and
$248,000 in 1998.  Cash provided by financing  activities  consisted of proceeds
form the sale of equity  interests  of $210,000  and  $855,000 in 1999 and 1998,
respectively.  The  proceeds  of the  equity  sales  were  partially  offset  by
distributions to Global's members of approximately $198,000 and $608,000 in 1999
and 1998, respectively.

     As of December 31, 1999, the Company had approximately  $20,000 in cash and
approximately  $1,010,000 in  short-term  investments.  The Company's  principal
commitments  consist of amounts due pursuant to its master lease with  Wal-Mart.
These amounts,  however, are substantially  recovered by the Company's subleases
with its Wal-Mart  Supercenters  franchisees.  In addition,  we are obligated to
make  additional  payments to the  developer of our  "Haggle"  software in 2000,
which we believe could potentially aggregate $120,000.
<PAGE>
  We believe  that our  results of  operations,  current  cash,  and  short-term
investments  will be sufficient to meet our  anticipated  cash needs for working
capital and capital expenditures through the end of 2000.

  Management has initiated  discussions with an investment  banker for the sale,
through a private placement, of shares of the Company's common stock.

POSSIBLE SALE OF FRANCHISE SYSTEM

  The Company has been  approached  by an  unrelated  entity with respect to the
possible sale of the Company's Travel Products and Services Division,  including
it franchise  system, to this entity. As of the date of filing on Form 10-KSB, a
preliminary  asset purchase  agreement has been drafted.  If the  transaction is
effected,  thereafter  the "bricks and mortar"  travel agency  activities of the
Company's Travel Products and Services Division, including the franchise system,
would be carried out by the purchaser,  and the Company's  On-Line travel agency
activities would thereafter become the Company's principal activity.

  Currently,  the Company can give no  assurance  that an  agreement  to sell
substantially  all of the assets of its Travel  Products and  Services  division
will be effected.

YEAR 2000 CONSIDERATIONS

  The Company  conducted a program to bring its  internal  systems and  products
into Year 2000 (Y2K)  compliance.  This  program  included  upgrades to internal
computer  systems  and  technical  infrastructure,  as well as a  review  of the
Company's  product  lines to bring them into Y2K  compliance.  In addition,  the
Company surveyed its significant suppliers to determine their ability to provide
necessary  products  and  services  that are  critical to business  continuation
through Y2K.

  The Company has experienced no  interruptions  in its business  because of Y2K
and is not aware of any significant  problems being experienced by its customers
or suppliers that would have a negative  impact on the Company.  There can be no
assurance,  however,  that unexpected  difficulties related to Y2K compliance at
the Company,  its customers,  or its suppliers will not occur.  Such  unexpected
difficulties  could  have a  material  adverse  effect on the  Company.  Through
December  31,  1999,  the  Company's  Y2K   compliance  for  software   testing,
modifications and upgrades were completed without any significant expenditures.

  Funding for regular updates to computer systems,  technical infrastructure and
other requirements were not a significant expense to the company.

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
<PAGE>
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 and supplementary data is 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
<PAGE>
                                    PART III

Item 9.  Directors  and  Executive  Officers,  Promotors  and  Control  Persons;
-------  -----------------------------------------------------------------------
         Compliance with Section 16(a) of the Exchange Act
         -------------------------------------------------

     The directors and executive officers of the Company are as follows:
<TABLE>
<CAPTION>
Name                  Age       Position(s) with the Company
----                  ---       ----------------------------
<S>                   <C>       <C>
Michael Brent . . .   58        President and Chief Executive
                                Officer and Director
Stephanie Abrams. .   56        Executive Vice President
Derek Brent . . . .   29        Vice President of Reservations and Director
Harold Kestenbaum .   50        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.

    Stephanie Abrams joined the Company in 1986 with strong travel experience in
retail,  wholesale,  tour  operations  and travel  sales.  Ms.  Abrams  earned a
Bachelor of Arts with a major in  education in 1965 and a Master in Science with
a double major in social  sciences and education from Queens College of the City
University  of New  York in  1967.  Ms.  Abrams  has  expanded  and  continually
redefined the Company's  training program to meet changing needs,  developed and
implemented  marketing  programs  and  has  been  responsible  for  the  sale of
individual unit franchises,  conversion of existing agencies,  the sales of U.S.
Regional Master Rights while concurrently  spearheading its  globalization.  She
has held the positions of Director of Field Services (1986),  National  Director
of Marketing  (1988),  Vice President of Global Marketing (1992) and assumed the
position of  Executive  Vice  President in 1995.  Her  marketing  and  franchise
achievements  have earned her  numerous  awards and  recognition  as an industry
leader. For example, she has served on advisory boards of ASTA, the ASTA Council
of Travel Marketing Organizations,  Dollar Rent-A-Car, Hong Kong Tourism, System
One  and  AMADEUS  Travel  Industry   Reservations   Systems,  as  well  as  the
International Affairs Committee of the International Franchise Association.  Ms.
Abrams has  consistently  been named on the list of the Most  Powerful  Women in
Travel (Travel Agent  Magazine) and has been the Company's  number two executive
since 1988.  More recently,  she has taken an active role in  repositioning  the
Company's emphasis on technology and its application in e-commerce.

    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.

    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.
<PAGE>
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, 1999, 1998 and 1997.

                   Summary Compensation Table
<TABLE>
<CAPTION>
                                            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
------------------          ------    ------      -----   ------------ ------------ --------------  ------------
<S>                          <C>     <C>         <C>         <C>            <C>         <C>              <C>
Michael Y. Brent             1999    $175,000    $54,000     $45,000        -           200,000          -
Chairman, President and      1998    $175,000    $48,000     $35,000        -              -             -
Chief Executive Officer      1997    $139,000    $39,000     $25,000        -              -             -

Stephanie Abrams             1999    $102,000    $10,000        -           -           100,000          -
Executive                    1998        -          -           -           -              -             -
Vice President               1997        -          -           -           -              -             -
<FN>
------
(1)  Includes automobile, medical and miscellaneous travel expenses.
</FN>
</TABLE>
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.
<PAGE>
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, 1999.
<TABLE>
<CAPTION>
                                         Individual Grants
                   ---------------------------------------------------------
                       Number of       % of Total
                      Securities     Options Granted  Exercise
                      Underlying       Employees in     Price     Expiration
Name               Options Granted (1)  Fiscal Year   per Share      Date
----               ------------------ --------------  ---------   ----------
<S>                     <C>                <C>          <C>           <C>
Michael Y. Brent        200,000            40%          $3.00         2006
Stephanie Abrams        100,000            20%          $3.00         2006
<FN>
(1)  These options are exercisable for seven years.
</FN>
</TABLE>

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>
<CAPTION>

                                          Number of
                                     Securities Underlying       Value of Unexercised
                                     Unexercised Options at      In-The-Money Options
                                         Fiscal Year End          at Fiscal Year End
Name               Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
----               -------- -------- ------------------------- -------------------------
<S>                   <C>      <C>          <C>                     <C>
Michael Brent         -        -            - / 200,000             $ - / $1,350,000
Stephanie Abrams      -        -            - / 100,000             $ - /   $675,000
</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.
<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:
<TABLE>
<CAPTION>
                            Common Stock                   Percent
Name and Address (1)      Beneficially Owned              of Class
--------------------      ------------------              --------
<S>                           <C>                           <C>
Michael Y. Brent              3,726,000                     67.68%
Stephanie Abrams                100,000                      1.82%
Derek Brent                     100,000                      1.82%
Harold Kestenbaum                  -                          -
Directors and Officers
 as a group (4 persons)       3,926,000                      71.3%
<FN>

-------
(1)  The address of each of the  individuals  and  entities in this table is 560
     Sylvan Avenue, Englewood Cliffs, New Jersey 07632.
</FN>
</TABLE>
Item 12.    Certain Relationships and Related Transactions
--------    ----------------------------------------------

     On July 27, 1999, the Company,  (then known as Playorena,  Inc.)  Playorena
Acquisition  Corp.,  a  wholly-owned  subsidiary of  Playorena,  Inc. and Global
Travel Network LLC, a New York limited liability company ("Global") entered into
an Agreement and Plan or Reorganization (the "Merger Agreement").  In accordance
with  the  Merger  Agreement,  we  acquired  all of the  outstanding  membership
interests of Global in exchange for 5,063,379  shares of our Common  Stock.  The
5,063,379 shares of our Common Stock included 4,931,087 shares which were issued
to the holders of all of the  outstanding  membership  interests of Global,  and
132,292  shares which were  reserved  for  issuance  upon the exercise of Common
Stock  Purchase  Warrants  issued  by us to  certain  former  holders  of Global
membership interests in exchange for warrants to purchase additional  membership
interests in Global.

     As a result of the merger,  the former  holders of membership  interests in
Global received 49,319 shares of our Common Stock for each one percent of Global
membership interest held. Upon the completion of the merger, 4,850,716 shares or
93% of our issued and  outstanding  Common Stock was owned by former  holders of
Global membership  interests and Global became a wholly-owned  subsidiary of the
Company.

     The Company pays  commissions  to another  company owned by Michael  Brent.
Such payments totalled  approximately  $118,000 and $42,000 for the years ended
December 31, 1999 and 1998, respectively.

<PAGE>
                                     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.

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

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.
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.
10.2 Lease Agreement  between Wal-Mart Stores,  Inc. and Travel Network dated as
     of July 1, 1996.
10.3 Form of Indemnification Agreement.
27   Financial Data Schedule

   (b)  Reports on Form 8-K

    None
<PAGE>
                                   SIGNATURES

    Pursuant  to the  requirements  of  Section  13 or 15(d)  of the  Securities
Exchange  Act of 1934,  ETRAVNET.COM,  INC.  has duly  caused  this Report to be
signed on its behalf by the  undersigned  thereunto duly  authorized on the 24th
day of March, 2000.

                                  ETRAVNET.COM, 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 24th day of March, 2000.

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

/s/ Stephanie Abrams               Executive Vice President
Stephanie Abrams

/s/ Derek Brent                    Director
Derek Brent

/s/ Harold Kestenbaum              Director
Harold Kestenbaum
<PAGE>
                               ETRAVNET.COM, INC.
                    (FORMERLY PLAYORENA, INC.) AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS
                                       AND

                                AUDITORS' REPORT

                     YEARS ENDED DECEMBER 31, 1999 AND 1998


<PAGE>
                                    CONTENTS

                                                                     Page
                                                                     ----

AUDITORS' REPORT                                                      F-1

CONSOLIDATED FINANCIAL STATEMENTS

  Balance Sheet                                                       F-2
  Statements of Operations                                            F-3
  Statements of Shareholders' and Members' Equity                     F-4
  Statements of Cash Flows                                            F-5
  Notes to Financial Statements                                      F-6-15


<PAGE>

                          INDEPENDENT AUDITORS' REPORT




To the Board of Directors and Shareholders'
Etravnet.Com, Inc.


We have audited the  accompanying  consolidated  balance sheet of  Etravnet.Com,
Inc. (formerly Playorena,  Inc.) and Subsidiary as of December 31, 1999, and the
related  consolidated  statements  of  operations,  shareholders'  and  members'
equity,  and cash flows for the years ended  December  31, 1999 and 1998.  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  generally   accepted  auditing
standards.  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 Etravnet.Com,  Inc.
and Subsidiary as of December 31, 1999, and the results of their  operations and
their cash flows for the years ended  December 31, 1999 and 1998,  in conformity
with generally accepted accounting principles.



                                       /s/ Israeloff, Trattner & Co., P.C.
Valley Stream, New York                    Israeloff, Trattner & Co., CPAs, P.C.
February 9, 2000
                                      F-1
<PAGE>
                               ETRAVNET.COM, INC.
                   (FORMERLY PLAYORENA, INC.) AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET

                               DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                     ASSETS

<S>                                                    <C>            <C>
CURRENT ASSETS
   Cash and cash equivalents (Note 1)                  $   19,813
   Short-term investments (Note 1)                      1,009,956
   Accounts receivable, less allowance for doubtful
      accounts of $74,955                                 418,461
   Current portion notes receivable (Note 1)               74,640
   Prepaid expenses and other current assets               96,857
                                                       ----------
          Total Current Assets                                        $1,619,727

PROPERTY AND EQUIPMENT, at cost, less accumulated
   depreciation of $36,862 (Note 1)                                       73,085

OTHER ASSETS
   Goodwill (Note 3)                                      227,848
   Notes receivable, less current portion (Note 1)        703,397
   Software license costs (Note 2)                        888,800
   Security deposits and other                             90,439
                                                       ----------
          Total Other Assets                                           1,910,484
                                                                      ----------
          TOTAL ASSETS                                                $3,603,296
                                                                      ==========
                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued expenses               $  270,986
   Deferred revenue (Note 1)                               74,640
                                                       ----------
          Total Current Liabilities                                   $  345,626

OTHER LIABILITIES
   Deferred revenue (Note 1)                              703,397
   Security deposits                                      139,358
                                                       ----------
          Total Other Liabilities                                        842,755
                                                                      ----------
          Total Liabilities                                            1,188,381

COMMITMENTS AND CONTINGENCIES (Notes 4 and 11)

SHAREHOLDERS' EQUITY (Notes 1, 5, 6 and 11)
   Preferred stock, par value $.001 per share; authorized
      5,000,000 shares, none issued or outstanding           -
   Common stock, par value $.001 par share; authorized
      20,000,000 shares; issued and outstanding 5,317,753
      shares                                                5,318
   Additional paid-in capital                           2,897,459
   Accumulated deficit                                   (454,602)
   Accumulated other comprehensive income (loss)          (33,260)
                                                       ----------
                                                                       2,414,915
                                                                      ----------
          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                  $3,603,296
                                                                      ==========
<FN>
                See accompanying notes to financial statements.
</FN>
</TABLE>
                                      F-2
<PAGE>
                               ETRAVNET.COM, INC.
                   (FORMERLY PLAYORENA, INC.) AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>

                                                              1999       1998
                                                           ----------  ----------
<S>                                                        <C>         <C>
Revenues (Note 1)
   Franchise fees                                          $  411,984  $  955,319
   Franchise service fees and other                         1,553,696   1,260,542
   Travel products and services (Note 1)                    3,850,373   2,186,592
   Advertising and other                                      106,723     104,181
                                                           ----------  ----------
      Total Revenues                                        5,922,776   4,506,634
                                                           ----------  ----------
Operating Expenses

   Cost of travel products and services                     3,500,817   2,023,218
   Marketing and selling                                    1,297,569   1,331,294
   General and administrative, including $87,840 in 1999
      in the form of common stock purchase warrants
      issued and stock options granted                      1,406,739   1,049,250
   Merger related charge for issuance of common stock
   (Note 1)                                                   241,000        -
                                                           ----------  ----------
      Total operating expenses                              6,446,125   4,403,762
                                                           ----------  ----------
      Income (loss) before other income and income taxes     (523,349)    102,872

Other Income-primarily interest                                85,331      72,191
                                                           ----------  ----------
      Income (loss) before income taxes                      (438,018)    175,063

Income taxes (Notes 1 and 7)                                     -           -
                                                           ----------  ----------
      Net income (loss)                                      (438,018)    175,063

Other comprehensive loss (Note 1)                             (33,260)       -
                                                           ----------  ----------
      Comprehensive income (loss)                          $ (471,278) $  175,063
                                                           ==========  ==========
Unaudited Pro forma Information (Notes 1 and 9)

      Historical income (loss) before income taxes         $ (438,018) $  175,063

   Provision for Income Taxes
      Adjustment to recognize income taxes as if company
         had been a "C" corporation for the entire year          -         74,200
                                                           ----------  ----------
      Pro forma net income (loss)                          $ (438,018) $  100,863
                                                           ==========  ==========
   Earnings Per Share:
      Weighted average common shares outstanding            4,854,791   4,490,113
                                                           ==========  ==========
   Basic earnings (loss) per share                         $     (.09) $      .02
                                                           ==========  ==========
   Weighed average common shares outstanding
      assuming exercise of warrants                         4,854,791   4,578,308
                                                           ==========  ==========
   Diluted earnings (loss) per share                       $     (.09) $       02
                                                           ==========  ==========
<FN>
                 See accompanying notes to financial statements.
</FN>
</TABLE>
                                      F-3
<PAGE>
                               ETRAVNET.COM, INC.
                   (FORMERLY PLAYORENA, INC.) AND SUBSIDIARY

          CONSOLIDATED STATEMENTS OF SHAREHOLDERS' AND MEMBERS' EQUITY

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
                                                                               Retained                   Accumulated
                                                                   Additional  Earnings                     Other
                                                   Common Stock     Paid-In  (Accumulated     Members'   Comprehensive
                                               Shares      Amount   Capital     Deficit)       Equity        Loss          Total
                                               ------      ------  ---------- -----------     --------   -------------     -----
<S>                                            <C>         <C>    <C>        <C>           <C>             <C>         <C>
Balance  January 1, 1998                           100     $   1  $  174,999 $   751,064   $      -           -        $  926,064

Net loss of Travel Network, Ltd. for
 the three months ended March 31, 1998              -       -           -        (17,460)         -           -           (17,460)

Distributions                                       -       -           -       (608,000)         -           -          (608,000)

Acquisition of Travel Network, Ltd.
 (Note 1)                                          (100)     (1)    (174,999)   (125,604)      300,604        -              -

Net proceeds from private placement
 (Note 1)                                           -       -           -           -          855,500        -           855,500

Net income of Global for nine months
 ended December 31, 1998                            -       -           -           -          192,523        -           192,523
                                               ---------  ------  ----------   ---------   -----------     --------    ----------
Balance - December 31, 1998                         -       -           -           -        1,348,627        -         1,348,627

Capital contribution, net of related
 costs of $40,000                                   -       -           -           -          210,000        -           210,000

Net earnings of Global through date of
 merger                                             -       -           -           -           16,584        -            16,584

Distributions to managing member                    -       -           -           -         (197,836)       -          (197,836)

Acquisition of Global and the Company
 on September 17, 1999                         5,145,410   5,146   1,372,229        -       (1,377,375)       -             -

Acquisition of Travel Network On-line,
 LLC                                              47,250      47     332,715        -             -           -          332,762

Exercise of warrants                              44,722      45         (45)       -             -           -             -

Issuance of common shares for investment
 banking services                                 80,371      80     240,920        -             -           -          241,000

Warrants issued in connection with
 acquisition of software license                    -       -        863,800        -             -           -          863,800

Professional fees and marketing services
 paid in the form of stock options                  -       -         53,000        -             -           -           53,000

Other comprehensive loss                            -       -           -           -             -        (33,260)      (33,260)

Stock options granted to employees                  -       -         34,840        -             -           -           34,840

Net loss for the period September 18,
 1999 through December 31, 1999                     -       -           -       (454,602)         -           -         (454,602)
                                               ---------  ------  ----------   ---------   -----------    --------    ----------
Balance  December 31, 1999                     5,317,753  $5,318  $2,897,459   $(454,602)  $      -       $(33,260)   $2,414,915
                                               =========  ======  ==========   =========   ===========    ========    ==========
<FN>
                See accompanying notes to financial statements.
</FN>
</TABLE>
                                     F-4

<PAGE>
                               ETRAVNET.COM, INC.
                   (FORMERLY PLAYORENA, INC.) AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                1999          1998
                                                                ----          ----
<S>                                                           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                           $(438,018)    $175,063
                                                              ---------     --------
  Adjustments to reconcile net income (loss) to net
     cash provided by operating activities:
        Equity in earnings of affiliate                            -            (793)
        Depreciation                                             14,730        8,263
        Issuance of common shares for fees                      241,000         -
        Stock options granted to employees and consultants       87,840         -
        Provision for doubtful accounts                          57,000         -
        Changes in assets and liabilities:
           Accounts receivable                                  (41,963)    (162,650)
           Notes receivable                                     (99,553)    (434,395)
           Prepaid expenses and other
             current assets                                     (93,126)      19,140
           Security deposits                                    (33,689)     (21,997)
           Accounts payable and accrued expenses                133,301      (79,117)
           Deferred revenue                                      99,553      434,395
           Other liabilities                                     30,466       56,160
                                                              ---------     --------
           Total adjustments                                    395,559     (180,994)
                                                              ---------     --------
           Net cash used by operating activities                (42,459)      (5,931)
                                                              ---------     --------
CASH FLOWS FROM INVESTING ACTIVITIES
  Payment for software license fee                              (25,000)        -
  Net advances to affiliate                                        -          (4,738)
  Payments for furniture and fixtures                           (34,166)     (48,667)
  Cash of acquired company                                       98,757         -
  Payments for short-term investments                           (99,040)     (90,918)
                                                              ---------     --------
           Net cash used by investing activities                (59,449)    (144,323)
                                                              ---------     --------
CASH FLOWS FROM FINANCING ACTIVITIES
  Distributions to LLC members                                 (197,836)    (608,000)
  Net proceeds from private placement                           210,000      855,500
                                                              ---------     --------
           Net cash provided by financing activities             12,164      247,500
                                                              ---------     --------
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                              (89,744)      97,246

CASH AND CASH EQUIVALENTS - beginning                           109,557       12,311
                                                              ---------     --------
CASH AND CASH EQUIVALENTS - end                                $ 19,813     $109,557
                                                               ========     ========
NON-CASH INVESTING AND FINANCING ACTIVITIES
  Issuance of 217,000 common stock warrants
     as partial payment for software license                   $863,800     $   -
                                                               ========     ========
<FN>
                See accompanying notes to financial statements.
</FN>
</TABLE>
                                     F-5

<PAGE>
                               ETRAVNET.COM, INC.
                   (FORMERLY PLAYORENA, INC.) AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998



1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     REORGANIZATION OF PREDECESSOR ENTITY

     In January, 1998, Global Travel Network, LLC ("Global") was formed as a New
     Jersey limited liability company. During January through March 1998, Global
     sold 998,000 membership units,  approximating a 20% membership interest, in
     a private placement for net proceeds of $855,500.

     On April 1, 1998,  Global  acquired  the  operating  assets and assumed the
     operating  liabilities of Travel Network,  Ltd. ("Travel Network") from its
     shareholder in exchange for a membership interest representing ownership of
     approximately 80% of Global.  For accounting  purposes,  Travel Network was
     considered the acquiring entity. Prior to its acquisition by Global, during
     November  and  December  1997, a one-third  shareholder  of Travel  Network
     acquired  the  remaining  two-thirds  shareholder  interests  for an amount
     slightly in excess of their book value at December 31, 1997.  For financial
     reporting  purposes,  Global was considered to be a continuation  of Travel
     Network.

     MERGER OF GLOBAL AND PLAYORENA, INC.

     Global, Playorena, Inc. ("Playorena"), an inactive publicly traded company,
     and  Playorena  Acquisition  Corp.  ("PAC"),  a wholly owned  subsidiary of
     Playorena entered into an Agreement and Plan of  Reorganization  dated July
     27,  1999,  as amended on  September  17,  1999 (the  "Merger"  or "reverse
     acquisition").   Immediately  prior  to  the  Merger,   and  in  connection
     therewith,  the shareholders of Playorena  approved a .027533 for 1 reverse
     stock split (the "reverse split"),  which reduced  Playorena's  outstanding
     common shares to 294,694. The merger agreements provided for the conversion
     of Global's  membership  interest  into a total of 5,063,379  new Playorena
     common  shares,  including  132,292  and 88,195,  respectively,  new common
     shares reserved for issuance upon exercise of certain Global stock purchase
     warrants assumed in the reverse acquisition,  which are exercisable at $.01
     and $4.00 per  share,  respectively,  and  expire  on March  31,  2003.  In
     addition,  pursuant  to the Merger  agreements,  PAC  merged  with and into
     Global.  Shortly after the completion of the transaction  discussed  above,
     Playorena  changed its name to  Etravnet.Com,  Inc.  ("the  Company").  For
     financial reporting purposes, Global is considered the acquiring entity. In
     addition,  financial advisors to the transaction were issued  approximately
     80,000 common shares as partial payment for their services  provided to the
     combining companies. The fair value of those shares, $241,000, as estimated
     by  management,   is  reflected  as  a  merger  related  expense  in  1999.
     Consolidated  results of operations  include both Global and Playorena from
     September 17, 1999.

     PRINCIPLES OF CONSOLIDATION

     The accompanying  consolidated financial statements include the accounts of
     the Company and its wholly owned subsidiaries. All significant intercompany
     accounts and transactions are eliminated in consolidation.

     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.

                                     F-6
<PAGE>
                               ETRAVNET.COM, INC.
                   (FORMERLY PLAYORENA, INC.) AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998



1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     BUSINESS (CONTINUED)

     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.

     Currently,  the Company has 356  franchises  operating  in 37 U.S.  states.
     Additionally, there are franchises in 21 countries.

     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.

     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 recognized  when 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
     generally recognized upon receipt.  Revenues earned from all other sales of
     travel and related products,  where the Company is the credit card merchant
     of record, are recorded 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 by the franchisee.  Other revenue consists primarily of
     travel  related income from the operation of a retail travel  service,  and
     certain earned commissions.

                                     F-7
<PAGE>
                               ETRAVNET.COM, INC.
                   (FORMERLY PLAYORENA, INC.) AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     CONCENTRATION OF CREDIT RISK

     The Company is subject to credit risk  through  its trade  receivables  and
     short-term  investments.  Credit risk with respect to trade  receivables is
     minimized  due  to  the  Company's   large  customer  base  and  geographic
     dispersion  of such  customers.  Short-term  investments  are  placed  in a
     highly-rated mutual bond fund.

     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,  when  purchased,  of three months or less.  Cash and
     equivalents included $6,314 of uninsured money market funds at December 31,
     1999.

     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 December 31, 1999,  unrealized losses amounted to
     $33,260. At December 31, 1998, cost approximated market value.

     INVESTMENT IN AFFILIATE

     The  Company's  25%  investment in an affiliate was accounted for under the
     equity  method;  cost was increased or decreased by the Company's  share of
     earnings or losses,  less distributions and advances.  The Company acquired
     the  remaining  75% of this  affiliate  on December 8, 1999.  This has been
     accounted for as a purchase and, accordingly,  results of operations of the
     affiliate have been included in the Company's  financial  statements  since
     that date.  Results  of  operations  of the  affiliate,  however,  were not
     material for either 1999 or 1998 (Note 3).

     PROPERTY, EQUIPMENT AND DEPRECIATION

     Property and equipment is stated at cost, and consist 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.

                                     F-8
<PAGE>
          ETRAVNET.COM, INC. (FORMERLY PLAYORENA, INC.) AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998



1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     PROFIT SHARING PLAN

     In 1997, the Company adopted 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 Board has
     elected not to make a contribution for 1999. The Company's contribution for
     1998 was $37,719.

     ADVERTISING COSTS

     The Company expenses all advertising costs as incurred. Advertising expense
     was $82,200 and $89,926 for 1999 and 1998, respectively.

     INCOME TAXES

     Through  March 31,  1998,  Travel  Network Ltd. (a  predecessor  to Global)
     elected to be treated as a small business corporation ("S" Corporation) for
     income tax  purposes  as  provided  in the  Internal  Revenue  Code and the
     applicable  state  statutes.  Thereafter  and through  September  17, 1999,
     Global was a nontaxable limited liability company.  Accordingly, no federal
     income taxes were provided in the  accompanying  financial  statements  for
     that period.  After  September 17, 1999,  the Company  became a taxable "C"
     Corporation (Note 9).

     COMPREHENSIVE INCOME

     Effective  January 1, 1998, the Company adopted the provisions of Statement
     of Financial Accounting Standards No. 130, "Reporting Comprehensive Income"
     ("SFAS No.  130").  SFAS No. 130  establishes  new rules for  reporting and
     display of comprehensive  income and its components.  At December 31, 1999,
     the only item of  comprehensive  loss was the unrealized loss on marketable
     securities in the amount of $33,260.

     SEGMENT INFORMATION

     Effective  January 1, 1998,  the Company  adopted  Statement  of  Financial
     Accounting Standards No. 131,  "Disclosures about Segments of an Enterprise
     and Related  Information"  (SFAS No. 131). SFAS No. 131 superseded SFAS No.
     14, "Financial Reporting of Segments of a Business Enterprise. SFAS No. 131
     establishes   standards  for  the  way  that  business  enterprises  report
     information  about operating  segments in annual  financial  statements and
     requires that those enterprises report selected information about operating
     segments  in  interim  financial  reports.  SFAS No.  131 also  establishes
     standards for related  disclosure  about products and services,  geographic
     areas,  and  major  customers.  Based on the  Company's  evaluation  of the
     requirements of SFAS No. 131, management believes that the Company operates
     in two business  segments  providing  and selling (1)  management  services
     within  the  travel  industry,  including  franchising  activities  and (2)
     beginning in 1999, Internet based technology programs.

     EARNINGS PER SHARE

     For the period  January 1, 1999 through  September  17, 1999 and for all of
     1998,  the pro forma  weighted  average  number of shares  was based on the
     number of common shares obtained by Global's members in connection with the
     reverse acquisition.  Thereafter, basic earnings per share are based on the
     weighted average number of common shares outstanding.  Diluted earnings per
     common share assume that outstanding  common shares are increased by shares
     issuable  upon  exercise of those  stock  options  for which  market  price
     exceeds exercise price where their exercise would be dilutive.

                                     F-9
<PAGE>
                               ETRAVNET.COM, INC.
                   (FORMERLY PLAYORENA, INC.) AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     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.

2.   SOFTWARE LICENSE AGREEMENT

     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 agreed to pay the licensor
     $50,000 and to issue to the  licensor  warrants to acquire an  aggregate of
     217,000 shares of the Company's common stock. The first $25,000 was payable
     on the date of the agreement. The balance is payable in two installments of
     $12,500 due in the year 2000.  In  addition,  during the second year of the
     license, the Company is required to pay $75,000 in four equal installments.
     If the Company elects to do so, it may renew its license  subsequent to the
     fourth year for $50,000 per year.  The warrants  issued in connection  with
     transactions are summarized in the table below.
<TABLE>
<CAPTION>
                             Number
                            of Shares      Exercise
           Date             Issuable         Price              Expiration
     -----------------      ---------    ---------------     -----------------
     <S>                     <C>          <C>                 <C>
     December 27, 1999       117,000      $5.00 Per Share     December 27, 2000
     December 27, 1999       100,000      $5.00 Per Share     December 27, 2004
</TABLE>

     The  warrants  were  valued  at  between  $3.49 and $4.40 per share for the
     warrants  expiring in 2000 and 2004,  respectively,  and together  with the
     first-year  cash portion of the  agreement,  such amounts were  utilized to
     determine  the initial  cost of the license  arrangement.  Commencing  upon
     delivery of the  software,  expected in 2000,  the costs,  which  amount to
     $888,800 at December 31, 1999, will be amortized over the four years of the
     agreement's initial term.

     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.

3.   ACQUISITION OF TRAVEL NETWORK ON-LINE, LLC.

     Effective  December 8, 1999, the Company issued 47,250 shares of its common
     stock to acquire the portion of Travel Network On-Line, LLC that it did not
     already own. The excess  (approximately  $227,000) of the fair value of the
     shares issued over the book value of the acquired assets has been reflected
     as goodwill in the accompanying consolidated balance sheet.

                                     F-10
<PAGE>
                               ETRAVNET.COM, INC.
                   (FORMERLY PLAYORENA, INC.) AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998



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.  for  55  locations  pursuant  to  a  master  lease
     arrangement.  The Company is  obligated  to pay  approximately  $71,000 per
     month in the  aggregate.  The  Company  has also  entered  into sub-  lease
     agreements  with  franchisees at certain of these  Wal-Mart  locations with
     payment terms approximating the Company's obligation under its master lease
     arrangement. The Company has an option to renew the leases for a three-year
     period and, additionally, a five-year period.

     The following is a summary of net rental  expense,  included in general and
     administrative expenses, under all operating leases:
<TABLE>
<CAPTION>
                                                          1999            1998
                                                       ---------       ---------
        <S>                                            <C>             <C>
        Minimum rentals                                $ 721,000       $ 664,000
        Less:  Sublease rentals                          674,000         535,164
                                                       ---------       ---------
                                                       $  47,000       $ 128,836
                                                       =========       =========
</TABLE>
     Minimum future rental payments under noncancelable  operating leases having
     remaining  terms in  excess of one year as of  December  31,  1999,  are as
     follows:
<TABLE>
<CAPTION>

        <S>                                            <C>
        2000                                           $ 474,900
        2001                                             217,000
        2002                                              74,000
        2003                                              58,000
        2004                                               5,000
                                                       ---------
                        Total                          $ 828,900
</TABLE>
                                                       =========

     The minimum future rentals have not been reduced by approximately  $753,000
     of  sublease  rentals  to be  received  in the future  under  noncancelable
     subleases.

     Legal Proceedings

     In a lawsuit filed in Indiana, on June 21, 1999, JCB Enterprises ("JCB"), a
     franchisee of the Company is seeking money damages in excess of $80,000 for
     alleged  violations  of the Indiana  Franchise  Act and  Indiana  Deceptive
     Franchise Practices Act, for common law fraud,  rescission of the Franchise
     Agreement between the Company and JCB, as well as a declaratory judgment on
     whether a  partnership  existed  between JCB and the Company.  JCB recently
     filed  personal and corporate  bankruptcy and JCB's interest in the lawsuit
     has  been  transferred  to  JCB's  bankruptcy  trustee  who  has  given  an
     indication  of interest in settling the lawsuit  out-of-court.  The Company
     made an offer to settle this lawsuit for  $15,000.  This offer was rejected
     by  JCB's  bankruptcy  trustee.   Nevertheless,   the  Company  intends  to
     vigorously defend the matter. In addition, the Company is involved in other
     legal  proceedings  incurred in the normal course of business.  At December
     31, 1999, 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.

                                     F-11
<PAGE>
                               ETRAVNET.COM, INC.
                   (FORMERLY PLAYORENA, INC.) AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998



4.   COMMITMENTS AND CONTINGENCIES (CONTINUED)

     Merger Related Items

     As of the date of the reverse  acquisition (Note 1),  Playorena's  recorded
     liabilities  amounted to $332,218 and consisted of notes payable of $35,000
     and other accrued expenses of $297,718.  In connection  therewith,  certain
     Playorena  shareholders  agreed to  indemnify  the Company  with respect to
     "losses"  incurred with regard to any of these  "payables",  as these terms
     are defined in the related Indemnification  Agreement.  The indemnification
     relates to any claims made by a potential  creditor within three years from
     the date of the Agreement. For the reasons set forth above, the Company has
     not included these liabilities in the financial statements.

     Letter of Credit

     The Company is  contingently  liable under a letter of credit in the amount
     of  $25,000,  which  expires in  September  2000.  The letter of credit was
     obtained to facilitate processing airfare reservations via customers credit
     cards.

5.   STOCKHOLDERS' EQUITY

     Sale of Equity Interest

     In March 1999,  Global,  with the  approval of its  members,  sold  500,000
     equity units of the Company to Liberty Travel, a major travel agency chain,
     for $250,000. In connection  therewith,  Global received an option from the
     investor to  reacquire  the units for $250,000  plus a premium  designed to
     return to the buyer a 10% per annum  return.  The option  expires 30 months
     from March  1999.  In July 1999 the option was  assigned to all of Global's
     members  other  than  Liberty  Travel.   In  connection  with  the  reverse
     acquisition (Note 1), the units were converted into shares of the Company's
     stock.

     Shares Reserved for Issuance

     Common shares are reserved for issuance as follows:

<TABLE>
<CAPTION>
        Warrants
        --------
        <S>                                                              <C>
        Exercisable at $.01 per share                                    132,292
        Exercisable at $4.00 per share                                    88,195
        Exercisable at $5.00 per share                                   217,000

        Options
        -------

        Exercisable at various prices with a weighted average of $4.02   503,000
                                                                         -------
                 Total                                                   940,487
                                                                         -------
</TABLE>
                                     F-12
<PAGE>
                               ETRAVNET.COM, INC.
                   (FORMERLY PLAYORENA, INC.) AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998



6.   STOCK OPTIONS

     During 1999, the Company granted stock options  (non-qualified)  to various
     employees and certain  consultants to the Company.  Generally,  the options
     granted  are  exercisable  for up to  seven  years,  subject  to a  vesting
     schedule  in  the  case  of  employees'  options.  Options  granted  to the
     consultants in 1999 are immediately  exercisable.  The options were granted
     with exercise  prices ranging from $3.00 per share to $8.00 per share.  The
     earliest date that the employees' options will vest is September 17, 2000.

     A summary of stock option  activity and weighted  average  exercise  prices
     follows:
<TABLE>
<CAPTION>
                                                              Year Ended
                                                           December 31, 1999
                                                     --------------------------------
                                                     Options           Exercise Price
                                                     -------           --------------
        <S>                                          <C>                 <C>
        Outstanding, beginning of year                  -                $     -
        Granted (a)                                  503,000                  4.02
        Exercised                                       -                      -
        Forfeited/Cancelled                             -                      -
                                                     -------             ---------
        Outstanding, end of year                     503,000             $    4.02
                                                     =======             =========
        Exercisable                                   10,000             $    5.00
                                                     =======             =========
<FN>
     (a)  400,000  options were granted at an exercise  price of $3.00 per share
          when the market  price of the  underlying  common  stock was $3.39 per
          share.
</FN>
</TABLE>
     A summary of stock options  outstanding  and exercisable as of December 31,
     1999 follows:
<TABLE>
<CAPTION>
                             Options Outstanding      Options Exercisable
                           ----------------------- --------------------------
                             Weighted    Weighted               Weighted
     Exercise     Number     Average      Average   Number       Average
      Prices   Outstanding Remaining Life Exercise Exercisable Exercise Price
     --------  ----------- -------------- -------- ----------- --------------
      <S>        <C>          <C>           <C>       <C>           <C>
      $3.00      400,000      3 Years       $3.00       -             -
      $5.00       10,000      1 Year        $5.00     10,000        $5.00
      $8.00       93,000      3 Years       $8.00       -             -
</TABLE>

     The fair value of the options granted was estimated using the Black-Scholes
     option pricing model based on weighted  average  assumptions  of; risk free
     interest rate of 5.75%, volatility 143%, expected lives of 1 to 3 years and
     a dividend yield of zero.

     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 1999:
<TABLE>
<CAPTION>
        <S>                                      <C>
        Net loss as reported                     $(438,018)
        Pro forma net loss                       $(633,736)
        Loss per share as reported               $    (.09)
        Pro forma loss per share                 $    (.13)
</TABLE>
                                     F-13
<PAGE>
                               ETRAVNET.COM, INC.
                   (FORMERLY PLAYORENA, INC.) AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


     7.   INCOME TAXES

     The  components  of deferred  tax assets and  liabilities  is as follows at
     December 31, 1999:
<TABLE>
<CAPTION>
        <S>                                           <C>

        Net operating loss carryforward               $ 143,000
        Allowance for doubtful accounts                  19,000
        Less:   Valuation allowance                    (162,000)
                                                      ---------
        Net deferred asset                            $     -
                                                      =========
</TABLE>
     As a result of the company's operating loss in 1999 no current income taxes
     are provided. The following is a reconciliation of the Company's income tax
     expense  (benefit)  reflected in the financial  statements  and the amounts
     calculated at the federal statutory income tax rate.
<TABLE>
<CAPTION>
        <S>                                          <C>

        Income tax benefit at statutory rate            $  162,000
        Increase in valuation allowance                   (162,000)
                                                        ----------
        Total provision for (benefit from) income taxes $     -
                                                        ==========
</TABLE>
     As of December 31, 1999, the Company has a net operating loss  carryforward
     of $397,000 that expires in 2014.

8.   RELATED PARTY TRANSACTIONS

     The Company pays  commissions  to another  company  owned by a  significant
     shareholder  who is  also  the  Company's  Chief  Executive  Officer.  Such
     payments  totalled  approximately  $118,000 and $42,000 for the years ended
     December 31, 1999 and 1998, respectively.

9.   PRO FORMA INFORMATION (UNAUDITED)

     As  discussed  in Note 1, the  Company  was a  nontaxable  entity  prior to
     September 17, 1999. As a result of the merger with  Playorena on that date,
     Global's LLC status was  terminated.  Therefore,  the  Company's tax status
     changed to that of a regular "C"  corporation.  The pro forma effect of the
     change in the  Company's  income  tax status on the  historical  results of
     operations is presented in the accompanying  statements of operations.  The
     pro forma  provision  for income taxes  reflects  federal,  state and local
     income taxes, which would have been required if the Company had operated as
     a taxpaying entity in each of the respective periods.

10.  SEGMENT INFORMATION

     Summarized  financial  information   concerning  the  Company's  reportable
     segments is shown in the following  table.  The "other" column includes the
     merger  related  charge for  issuance of common  stock and other  corporate
     items not specifically allocated to the segments.
<TABLE>
<CAPTION>
                                     Travel &
                                      Related     Internet
                                     Management  Technology
                1999                  Services    Programs      Other          Total
     -----------------------------   ----------  ----------   -----------   ----------
     <S>                             <C>          <C>         <C>           <C>
     Revenues                        $5,922,776   $   -       $     -       $5,922,776
     Segment profit (loss)           $ (106,566)  $(90,873)   $ (240,579)   $ (438,018)
     Total assets                    $1,704,540   $888,800    $1,009,956    $3,603,296
     Capital expenditures            $   34,166   $888,800    $     -       $  922,966
     Depreciation and amortization   $   14,730   $   -       $     -       $   14,730
     Interest income                 $     -      $   -       $   85,331    $   85,331
</TABLE>
     During 1998, the Company operated only in the travel and related management
     services segment.

                                     F-14
<PAGE>
                               ETRAVNET.COM, INC.
                   (FORMERLY PLAYORENA, INC.) AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998



11.  SUBSEQUENT EVENTS

     In February 2000, the Company purchased  approximately  $2,000,000 of cable
     television   advertising  time  in  various   television   markets  located
     throughout the United States. In return,  the Company issued 207,289 shares
     of its  common  stock to the  company  that will  arrange  and  handle  the
     schedule and placement of the ads in a media campaign.

     The Company intends to enter into a five-year employment agreement with its
     Chief Executive Officer ("CEO").  Pursuant to the intended  agreement,  the
     CEO  will be paid an  annual  base  salary  of  $192,500  with  annual  10%
     increases and a bonus incentive of 10% of all initial franchise fees earned
     by the Company.  Additionally, the agreement is intended to provide the CEO
     certain rights in the event of a change in control of the Company.

                                     F-15