UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     Amended
                                   FORM 10-QSB


 [X]      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934 for the quarterly period ended September 30, 2001

 [] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
  Act of 1934 For the transition period from _______________ to ______________

                         Commission File Number: 0-18412

                          Rezconnect Technologies, Inc.
        (Exact name of registrant as specified in its charter as amended)

                                    New York
         (State or other jurisdiction of incorporation or organization)

                                   11-2602120
                      (IRS Employer Identification Number)

              560 Sylvan Avenue, Englewood Cliffs, New Jersey 07632
                    (Address of principal executive offices)

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


                               ETRAVNET.COM, Inc.
              (Former name, former address and former fiscal year,
                         if changed since last report)


                  Number of Shares Outstanding of Common Stock,
                  $.001 Par Value, September 30, 2001 5,620,379


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the 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[ ].



<PAGE>







                                     PART I


ITEM 1.   FINANCIAL STATEMENTS








                          INDEX TO FINANCIAL STATEMENTS


Balance Sheets                                                          F-1

Statements of Operations                                                F-2

Statements of Cash Flows                                                F-3

Notes to Financial Statements                                           F-4




<PAGE>











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

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                           NINE AND THREE MONTHS ENDED
                           SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)


<PAGE>
<TABLE>


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

                                              CONDENSED CONSOLIDATED BALANCE SHEET ASSETS
<S>                                                                               <C>                   <C>
                                                                                    September 30,           December 31,
                                                                                        2001                  2000
                                                                                  -----------------     -----------------
                                                                                     (Unaudited)
CURRENT ASSETS
     Cash and cash equivalents                                                      $       159,056       $        30,970
     Short-term investments                                                                 593,616             1,031,218
     Accounts receivable, less allowance for doubtful
         accounts of $67,430 and $67,300                                                    402,697               374,088
     Prepaid expenses and other current assets                                                -                    71,079
                                                                                      -------------         -------------

              Total Current Assets                                                        1,155,369             1,507,355
                                                                                      -------------         -------------

PROPERTY AND EQUIPMENT, at cost, less accumulated
     depreciation                                                                            20,585                43,085
                                                                                      -------------         -------------

OTHER ASSETS
     Goodwill, less accumulated amortization                                                153,400               187,900
     Prepaid advertising rights                                                           1,996,000             1,996,000
     Notes receivable, less current portion                                                 923,007               870,622
     Software license and development costs                                               1,165,651             1,217,651
     Security deposits and other                                                             83,703                81,847
                                                                                      -------------         -------------

              Total Other Assets                                                          4,321,761             4,354,020
                                                                                      -------------         -------------

              TOTAL ASSETS                                                          $     5,497,715       $     5,904,460
                                                                                      =============         =============


                      LIABILITIES AND SHAREHOLDERS' EQUITY


CURRENT LIABILITIES
     Accounts payable and accrued expenses                                          $       209,570       $       316,866
     Deferred revenue                                                                         -                    69,222
                                                                                      -------------         -------------

              Total Current Liabilities                                                     209,570               386,088
                                                                                      -------------         -------------

OTHER LIABILITIES
     Deferred revenue                                                                       923,007               870,622
     Security deposits                                                                      162,057               162,057
                                                                                      -------------         -------------

              Total Other Liabilities                                                     1,085,064             1,032,679
                                                                                      -------------         -------------

              Total Liabilities                                                           1,294,634             1,418,767
                                                                                      -------------         -------------

SHAREHOLDERS' AND MEMBERS' EQUITY
     Preferred stock, par value $.001 per share; authorized
         5,000,000 shares, 143,497 shares issued and outstanding                                143                   143
     Common stock, par value $.001 per share; authorized
         20,000,000 shares; 5,620,379 shares
         issued and outstanding at September 30, 2001 and
         December 31, 2000                                                                    5,620                 5,620
     Additional paid-in capital                                                           5,974,074             5,974,074
     Accumulated deficit                                                                 (1,776,756)           (1,494,144)
                                                                                      -------------         -------------

              Total Shareholders' Equity                                                  4,203,081             4,485,693
                                                                                      -------------         -------------

              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                            $     5,497,715       $     5,904,460
                                                                                      =============         =============

                                See accompanying notes to condensed consolidated financial statements.

                                                                F-1
</TABLE>
<PAGE>
<TABLE>

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

                                          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                  NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                                           (UNAUDITED)

<S>                                                <C>                 <C>              <C>               <C>
                                                          Three Months Ended                     Nine Months Ended
                                                             September 30,                         September 30,
                                                         2001             2000                2001              2000
                                                   ---------------   ---------------   -----------------  ---------------
Revenues
     Franchise fees                                $        -          $      50,198    $         73,273  $       170,414
     Service fees and other                                106,307           309,800             594,411          906,602
     Travel products and services                          843,683           714,994           2,639,361        2,733,337
     Advertising fees                                       -                 10,960              -                68,431
                                                     -------------     -------------      --------------    -------------

         Total Revenues                                    949,990         1,085,952           3,307,045        3,878,784
                                                     -------------     -------------      --------------    -------------

Operating Expenses
     Cost of travel products and services                  638,265           662,884           2,109,768        2,455,335
     Marketing and selling                                  87,044           211,647             299,038          718,208
     General and administrative                            383,474           462,272           1,064,793        1,431,640
     Settlement of litigation                              150,000             -                 150,000            -
                                                     -------------     -------------      --------------    -------------

         Total operating expenses                        1,258,783         1,336,803           3,623,599        4,605,183
                                                     -------------     -------------      --------------    -------------

         Loss from operations                             (308,793)         (250,851)           (316,554)        (726,399)

Other income, net                                           11,868            31,087              33,942            8,199
                                                     -------------     -------------      --------------    -------------

         Loss before income taxes                         (296,925)         (219,764)           (282,612)        (718,200)

Provision for income taxes                                   -                 -                   -                -
                                                     -------------     -------------      --------------    -------------

         Net loss                                         (296,925)         (219,764)           (282,612)        (718,200)

Preferred dividends                                         17,600             -                  52,800            -
                                                     -------------     -------------      --------------    -------------

         Net loss applicable to
              common shares                        $      (314,525)  $      (219,764)   $       (335,412) $      (718,200)
                                                     =============     ==============     ==============    ==============

Loss Per Share:

     Weighted average common
         shares outstanding                              5,620,379         5,525,042           5,620,379        5,421,398
                                                     =============     =============      ==============    =============

     Basic and diluted loss applicable
         to common shareholder                     $         (.06)   $         (.04)    $          (.06)  $         (.13)
                                                     ============      ============       =============     =============


                                See accompanying notes to condensed consolidated financial statements.

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



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

                                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                             NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                                             (UNAUDITED)


                                                                                    <c>                 <c>
                                                                                            2001                2000
                                                                                        -------------       -------------
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                                         $      (282,612)    $      (498,436)
                                                                                        -------------       -------------
     Adjustments to reconcile net loss to net cash used
         by operating activities:
              Depreciation and amortization                                                   109,000              32,338
              Amortization of stock-based compensation                                            -                68,000
              Loss on sale of marketable securities                                               -                34,716
              Changes in assets and liabilities:
                  Accounts receivable                                                         (28,609)             38,206
                  Notes receivable                                                            (52,385)           (200,831)
                  Prepaid expenses and other current                                           71,079                 -
                  Security deposits and other assets                                           (1,856)             21,901
                  Accounts payable and accrued expenses                                      (124,133)            162,084
                  Deferred revenue                                                               -                215,484
                                                                                        -------------       -------------
                  Total adjustments                                                           (26,904)            371,898
                                                                                        -------------       -------------
                  Net cash used by operating activities                                      (309,516)           (126,538)
                                                                                        -------------       -------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Payment for software license and development costs                                          -               (157,059)
     Redemption (acquisition) of short-term investments                                       437,602             333,777
                                                                                        -------------       -------------

                  Net cash provided by investing activities                                   437,602             176,718
                                                                                        -------------       -------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                     128,086              50,180

CASH AND CASH EQUIVALENTS - beginning                                                          30,970              19,813
                                                                                        -------------       -------------

CASH AND CASH EQUIVALENTS - end                                                       $       159,056     $        69,993
                                                                                        =============       =============

                                See accompanying notes to condensed consolidated financial statements.

                                                                F-3
</TABLE>
<PAGE>



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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

             NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)



1.       BASIS OF PRESENTATION

         In the opinion of management, the accompanying unaudited condensed
         financial statements contain all adjustments (consisting of only normal
         recurring adjustments) necessary to present fairly the Company's
         financial position as of September 30, 2001 and the results of its
         operations and cash flows for each of the nine and three month periods
         ended September 30, 2001 and 2000. These statements are condensed and
         therefore do not include all of the information and notes required by
         generally accepted accounting principles for complete financial
         statements. The statements should be read in conjunction with financial
         statements and notes included in the Company's financial statements and
         notes as of December 31, 2000 and for the year then ended previously
         filed with the Securities and Exchange Commission. The results of
         operations for the nine and three months ended September 30, 2001 and
         2000 are not necessarily indicative of the results to be expected for
         the full year. On August 29, 2001, the Company changed its name to
         Rezconnect Technologies, Inc.

2,       PREPAID ADVERTISING

         In February 2000, the Company entered into an agreement with an entity
         that specializes in arranging and brokering for the placement of cable
         advertising for others. Under the terms of the agreement, the Company
         issued 207,289 of its common shares (which had a fair value of
         approximately $2,021,000) to the entity and, in return, received a
         commitment from this entity to provide the Company with $2,021,000 of
         cable advertising credits. Through September 30, 2001, the Company has
         utilized $25,000 of these credits.

3.       CONTINGENCIES

         Legal Proceedings

         During the quarter ended September 30, 2001, the Company paid $150,000
         to settle all outstanding litigation with respect to a former
         franchisee, JCB Enterprises ("JCB"). The payment is reflected as an
         operating expense in the three months and nine months ended September
         30, 2001.

         Merger Related Items

         In connection with the Company's merger with Playorena on September 17,
         1999, Playorena's recorded liabilities amounted to $332,218. The
         details are as set forth below:
<TABLE>
              
                                                                                   <c>
              Notes payable                                                                          $         35,000
              Due to shareholder                                                                               41,300
              Other accrued expenses                                                                          255,918
                                                                                                        -------------

                        Total liabilities                                                            $        332,218
                                                                                                        =============
</TABLE>

                                      F-4
<PAGE>


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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

             NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)



3.       CONTINGENCIES (CONTINUED)

         Merger Related Items (Continued)

         In connection with the merger, certain Playorena shareholders agreed to
         indemnify the Company with respect to "losses" incurred with regard to
         any of these "payables" (as the term is used in the Indemnification
         Agreement dated September 2000) which are "reflected on the Playorena
         financial statements as of May 31, 2000 or incurred subsequently prior
         to the date of closing."

         The indemnification relates to any claims or other legal actions
         commenced to collect any amounts included in the balances set forth
         above, to the extent that claim is made by the potential creditor
         within three years from the date of the Agreement.

         For the reasons set forth above, the Company has given no accounting
         recognition to these items in its financial statements.

         Letter of Credit

         The Company is contingently liable under a letter of credit in the
         amount of $25,000, which expires in November 2001. The letter of credit
         was obtained to facilitate processing airfare reservations via
         customers' credit cards.

4.       INCOME TAXES

         As a result of the Company's net operating loss carryforwards, no
         current income taxes are provided for the nine months ended September
         30, 2001. No current income taxes have been provided for the nine month
         period ended September 30, 2000 as a result of the Company operating
         loss for that period. The Company has net operating loss carryforwards
         of approximately $1,500,000 at December 31, 2000. The net operating
         loss carryforward is the Company's principal temporary difference.
         Deferred tax benefits of approximately $750,000 have been fully
         reserved by a valuation allowance at September 30, 2001.


                                      F-5
<PAGE>


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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

             NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)



5.       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>

                                       <c>                   <c>                 <c>                 <c>
                                               Travel &
                                          Related Internet
              Nine Months Ended              Management            Technology
             September 30, 2001               Services              Programs               Other              Total
--------------------------------------  --------------------  --------------------  -----------------   -----------------

Revenues                                  $        3,307,045    $               -     $            -      $     3,307,045
Segment profit (loss)                     $         (150,499)   $         (166,055)   $        33,942     $       282,612
Total assets                              $        4,332,064    $        1,165,651    $            -      $     5,497,715
Capital expenditures                      $               -     $               -     $            -      $            -
Depreciation and
  amortization                            $           57,000    $           52,000    $            -      $       109,000
Interest income                           $               -                     -              33,942     $        33,942


                                               Travel &
                                          Related Internet
              Nine Months Ended              Management            Technology
             September 30, 2000               Services              Programs               Other              Total
--------------------------------------  --------------------  --------------------  -----------------   -----------------

Revenues                                  $        3,878,784    $               -     $            -      $     3,878,784
Segment profit (loss)                     $          695,312    $               -     $       (22,888)    $      (718,200)
Total assets                              $        1,861,498    $        3,173,301    $     1,193,000     $     6,227,799
Capital expenditures                      $               -     $          288,501    $            -      $       288,501
Depreciation and
   amortization                           $           50,948    $               -     $            -      $        50,948
Interest income                           $               -     $               -     $        11,828     $        11,828

</TABLE>
                                      F-6
<PAGE>


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Rezconnect Technologies, Inc., formerly 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

The tragic events of September 11, 2001 (the "events") have had a significant
effect on our business. In addition, we believe that the tragedy will have
continuing effects on our business for the foreseeable future. We believe it is
too early to know the extent of the effects with any measurable precision.

Prior to September 11, 2001, we believe that our third quarter ended September
30, 2001, was on pace to continue the slightly positive trend that had started
earlier in the fiscal year. However, the events of September 11, 2001 had a
number of immediate consequences. First, although we had virtually completed two
master franchisee sales, as a result of the events, the transactions were
postponed indefinitely by the prospective franchisees. In addition, travel
around the world has decreased significantly since the events. A significant
portion of our revenues depends on travel. Finally, existing franchisees have
seen their financial condition worsen as a result. It is possible that we may
see further deterioration to the franchise system as a result of the September
11, 2001 events.

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 on the accrual basis as earned.

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

The commission rates paid by travel suppliers, in addition to overrides, are
determined by individual travel suppliers and are subject to change.
Historically, typical standard base commission rates paid by travel suppliers
have been approximately 10% for hotel reservations, 5% to 10% for car rentals
and 10% to 15% for cruises and vacation packages. Based on the past several
years, leisure vendors (including tour operators, cruise lines and hotel and car
packagers) have not reduced their commission levels but, in fact, have offered
us incentive commissions above the standard compensation for our volume
business. We expect that our weighted average commission on online transactions
revenue will increase due to the fact that our leisure bookings are much greater
as a percentage of total sales than airline ticketing, the latter offering us
lower commissions. There can be no assurance that travel suppliers will not
reduce commission rates paid to us or eliminate such commissions entirely which
could, individually or in the aggregate, have a material adverse effect on our
business, operating results and financial condition.





                   [Balance of page intentionally left blank.]


                                      F-7
<PAGE>


                              Results of Operations

The following table sets forth, for the periods indicated, the percentage
relationship of certain items from our consolidated statement of operations to
total revenues, except as indicated:

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

                                                  Three Months Ended     Nine Months Ended
                                                      September 30,         September 30,
                                                   2001         2000       2001       2000
                                                   ----         ----       ----       ----
REVENUES
Franchise fees                                      0 %          4.6%       2.2%       4.4%
Franchise service
Fees and other                                     11.0         28.5       18.0       23.4
Travel products and
   services                                        89.0         65.9       79.8       70.4
Advertising and other                               -            1.0         -         1.8
                                                  ------       -----      ------     ------

TOTAL REVENUES                                    100.0%       100.0%     100.0%     100.0%
                                                  ======       ======     ======     ======

OPERATING EXPENSES
Cost of travel products and
  sales                                            67.2         61.0       63.8       63.3
Marketing and selling                               9.2         19.5        9.0       18.5
General and administrative                         56.2         42.6       36.7       36.9
                                                   ----         ----       ----       ----

TOTAL OPERATING  EXPENSES                         132.6        123.1      109.5      118.7
                                                  -----        -----      -----      -----

Income (loss) before other
Income and income taxes                           (32.6)       (23.1)      (9.5)     (18.7)
Other                                               1.2          2.9        1.0        0.2
                                                    ---         ----        ---       ----

Income (loss) before income
     taxes                                        (31.4)       (20.2)      (8.5)     (18.5)
Net income (loss)                                 (31.4)%      (20.2)%     (8.5)%    (18.5)%
                                                  =======      =======     ======    =======

Comparison  of three and nine months ended  September 30, 2001 ("2001") and 2000 ("2000")
</TABLE>

REVENUES
Franchise Fees

Franchise fees declined in each 2001 period as compared to the related 2000
Periods as a result of less sales of our franchises.

Franchise Service Fees and Other

Franchise service fees decreased by approximately $203,000 and $312,000 in the
three and nine months ended September 30, 2001, respectively, as compared to the
three and nine months ended September 30, 2000. The decrease is principally
attributable to a decline in the number of franchisees in our system and the
events of September 11, 2001.


                                      F-8
<PAGE>


Travel Products and Services

Travel products and services increased by approximately $129,000 and decreased
by approximately $94,000 in the three and nine months ended September 30, 2001
respectively as compared to the three and nine months ended September 30, 2000.
The changes are attributable to the effect of various incentives which we
offered to franchisees in 2000 to interest franchisees customers in travel
packages, and increased customer traffic as a result of our Internet ("online")
presence.

OPERATING EXPENSES
Cost of travel products and services

The cost of travel products and services decreased by approximately $25,000 and
$345,000 during the three and nine months ended September 30, 2001 respectively,
as compared to the three and nine months ended September 30, 2000. These costs
decreased as a result of lower commissions and fees paid to franchisees in
connection with the earlier noted incentives offered to customers. The cost of
travel products and services --as a percentage of travel products and services
sales -- were approximately 76% and 80% for the nine and three months ended
September 30, 2001 and 89% and 93% for the related 2000 periods.

Marketing and Selling

Marketing and selling expenses decreased by approximately $125,000 and $419,170
for the three and nine months ended September 30, 2001 respectively, as compared
to the related 2000 periods. The largest decreases were in payroll costs and
commissions paid in the 2001 periods. Lower commissions were the result of lower
related revenues.

General and Administrative

General and administrative expenses increased by approximately $71,000 and
decreased by approximately $217,000 during the three and nine months ended
September 30, 2001, respectively, as compared to the related 2000 periods. As a
percentage of net revenues, these costs were 56% and 37% during the three and
nine months ended September 30, 2000 respectively, as compared to 37% and 43%
in the related 2000 periods. The change in general and administrative expense
for the three months ended September 30, 2001 as compared to the related 2000
period is primarily the result of (1) the settlement of litigation in the
current quarter which amounted to $150,000, (2) offset by decreases in
consulting expenses, and payroll and related expenses. The decline in the 2001
nine month period as compared to the related 2000 period resulted from decreases
in payroll and related costs, lower consulting fees and lower professional fees,
all partially offset by the aforementioned settlement of litigation.

Variability of Results

Our travel products and services gross bookings have decreased from year to year
due to a decrease in the number of franchisees in our system, offset by repeat
purchases by existing customers and increased customer acceptance of electronic
commerce. Revenues from travel products and services decreased in conjunction
with the decrease in gross bookings. Operating expenses have similarly decreased
on a year to year basis, reflecting decreased spending on developing our online
operations and expanding strategic relationships.

As a result of our limited operating history in online commerce and the
variability that can be experienced by our franchising operations, we are unable
to accurately forecast our revenues. Our current and future expense levels are
based predominantly on our operating plans. We 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 our business, operating results and financial condition. Further, we
currently intend to substantially increase our operating plans. We 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 our business, operating results and financial
condition. Further, we may have to substantially increase our operating expenses
to develop and offer new and expanded travel services, to fund increased sales
and marketing and customer service operations to develop our technology and
transaction processing systems. To the extent such expenses precede or are not
subsequently followed by increased revenues, our operating results will
fluctuate and anticipated net losses in a given period may be greater than
expected.

We expect to experience significant fluctuations in our future quarterly
operating results due to a variety of other factors, many of which are outside
our control. Factors that may adversely affect our quarterly operating results
include, but are not limited to, (i) our 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 us or our 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 us, (vi) our ability to upgrade and
develop our systems and infrastructure and to attract new personnel in a timely
and effective manner, (vii) the level of traffic on our online sites, (viii)
technical difficulties, system downtime or Internet brownouts, (ix) the amount

                                      F-9
<PAGE>

and timing of operating costs and capital expenditures relating to expansion of
the our business, operations and infrastructure, (x) governmental regulation and
(xi) unforeseen events affecting the travel industry.

In addition, we expect to experience seasonality in our business, reflecting
seasonal fluctuations in the travel industry, Internet and commercial online
service usage and advertising expenditures. We anticipate that travel bookings
will typically increase during the first and second quarter in anticipation of
summer travel and will typically decline during the third quarter. Internet and
commercial online service usage and the rate of growth of such usage may be
expected typically to decline during the summer. Depending on the extent to
which the Internet and commercial online services are accepted as an advertising
medium, seasonality in the level of advertising expenditures could become more
pronounced for Internet-based advertising. Seasonality in the travel industry,
Internet and commercial online service usage and advertising expenditures is
likely to cause fluctuations in our operating results and could have a material
adverse effect on our business, operating results and financial condition. Due
to the foregoing factors, quarterly revenues and operating results are difficult
to forecast and we believe that period-to-period comparisons of our operating
results will not necessarily be meaningful and should not be relied upon as an
indication of future performance. It is likely that our future quarterly
operating results from time to time will not meet the expectations of security
analysts or investors. In such event, the price of our Common Stock would likely
be materially and adversely affected.

Liquidity and Capital Resources

Cash used by operations was $309,516 in the nine months ended September 30,
2001. Cash was used to fund our operating loss of $282,000. In addition, our
accounts receivable increased in the period, and accounts payable decreased. Our
other operating activities used cash of $26,904. During the related 2000 period,
we utilized cash approximating $126,000 in operations. Cash was used to fund our
loss for the period of $498,000. Other operating activities contributed
$372,000.

Cash provided by investing activities was $437,602 in 2001 as compared to
$177,000 for the 2000 period. Cash was provided in each period by the
liquidation of marketable securities. In 2000, we made payments to acquire
software and development costs of $157,000.

As of September 30, 2001, we had approximately $159,000 in cash and
approximately $ 594,000 in short-term investments. Our principal commitments
consist of amounts due pursuant to our master lease with Wal-Mart. These
amounts, however, are substantially recovered by our subleases with our Wal-Mart
Supercenters franchisees.

We believe that results of operations, current cash and short-term investments
will be sufficient to meet our anticipated cash needs for working capital for
the next twelve months.

Year 2000 Considerations

We conducted a program to bring our 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 our product lines to bring
them into Y2K compliance. In addition, we surveyed our significant suppliers to
determine their ability to provide necessary products and services that are
critical to business continuation through Y2K.

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

Forward-Looking Statements

All statements other than statements of historical fact included in this
quarterly report, including without limitation statements regarding our
financial position, business strategy, Year 2000 readiness and the plans and
objectives of the management for future operations, are forward-looking
statements. When used in this quarterly report, words such as "anticipate",
"believe", "estimate", "expect", "intend" and similar expressions, as they
relate to us or our management, identify forward-looking statements. Such
forward-looking statements are based on the beliefs of our management, as well
as assumptions made by and information currently available to our 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

                                      F-10
<PAGE>

failure in our normal business activities as well as our customers and suppliers
as a consequence of Year 2000 related problems. Such statements reflect our
views with respect to future events and are subject to these and other risks,
uncertainties and assumptions relating to the operations, results of operations,
growth strategy and liquidity. Readers are cautioned not to place undue reliance
on these forward-looking statements. We do 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.


                           PART II - OTHER INFORMATION

Item 1.    Legal Proceedings

           None

Item 2.   Changes in Securities

          During the quarter ended September 30, 2001, the Company paid $150,000
          to settle all outstanding litigation previously reported with respect
          to a former franchisee, JCB Enterprises. The payment is reflected in
          the company's financials as an operating expense in the three months
          and nine months ended September 30, 2001.

Item 3.   Defaults upon Senior Securities

          None

Item 4.   Submission of Matters to a Vote of Security Holders

          None

Item 5.   Other Information

          See Management's  Discussion and Analysis or
          Plan of Operation

Item 6.   Report on Form 8-K

          None


                                      F-11
<PAGE>




                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.


                           REZCONNECT TECHNOLOGIES, INC.

                           /s/ Michael Y. Brent
                           -----------------------------
                           Michael Y. Brent, President
                           Dated: November 16, 2001


This Form 10-QSB contains summary financial information extracted from the
financial statements for the quarterly period ending September 30, 2001 and is
qualified in its entirety by reference to such financial statements.
























                                      F-12