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 June 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

                               ETRAVNET.COM, INC.
             (Exact name of registrant as specified in its charter)

                                    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)

                                       N/A
              (Former name, former address and former fiscal year,
                         if changed since last report)

                  Number of Shares Outstanding of Common Stock,
                    $.001 Par Value, June 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 90days. Yes[X]No[ ].


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





                                     PART I
Item 1. Financial Statements





                          INDEX TO FINANCIAL STATEMENTS


Balance Sheets.............................................................F-3

Statements of Operations...................................................F-4

Statements of Stockholders' Equity.........................................F-4

Statements of Cash Flows...................................................F-5

Notes to Financial Statements..............................................F-6











                                      F-1
<PAGE>

















                        ETRAVNET.COM, INC. AND SUBSIDIARY

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                           SIX AND THREE MONTHS ENDED
                             JUNE 30, 2001 AND 2000
                                   (UNAUDITED)



















                                      F-2
<PAGE>
<TABLE>


                                   ETRAVNET.COM, INC. AND SUBSIDIARY

                                  CONDENSED CONSOLIDATED BALANCE SHEET

                                                ASSETS


<S>                                                          <C>                   <C>
                                                                 June 30,            December 31,
                                                                   2001                  2000
                                                             --------------        --------------
                                                                (Unaudited)
CURRENT ASSETS
     Cash and cash equivalents                            $       216,226       $        30,970
     Short-term investments                                       831,486             1,031,218
     Accounts receivable, less allowance for doubtful
         accounts of $71,162 and $67,300                          365,480               374,088
     Prepaid expenses and other current assets                         -                 71,079
                                                              -------------         -------------

              Total Current Assets                              1,413,192             1,507,355
                                                              -------------         -------------

PROPERTY AND EQUIPMENT, at cost, less accumulated
     depreciation                                                  28,085                43,085
                                                              -------------         -------------

OTHER ASSETS
     Goodwill, less accumulated amortization                      164,900               187,900
     Prepaid advertising rights                                 1,996,000             1,996,000
     Notes receivable, less current portion                       941,913               870,622
     Software license and development costs                     1,215,651             1,217,651
     Security deposits and other                                   83,703                81,847
                                                              -------------         -------------

              Total Other Assets                                4,402,167             4,354,020
                                                              -------------         -------------

              TOTAL ASSETS                                $     5,843,444       $     5,904,460
                                                              =============         =============


                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable and accrued expenses                $       241,538       $       316,866
     Deferred revenue                                                -                 69,222
                                                              -------------         -------------

              Total Current Liabilities                           241,538               386,088
                                                              -------------         -------------

OTHER LIABILITIES
     Deferred revenue                                             939,843               870,622
     Security deposits                                            162,057               162,057
                                                              -------------         -------------

              Total Other Liabilities                           1,101,900             1,032,679
                                                              -------------         -------------

              Total Liabilities                                 1,343,438             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 June 30, 2001 and
         December 31, 2000                                          5,620                 5,620
     Additional paid-in capital                                 5,974,074             5,974,074
     Accumulated deficit                                       (1,479,831)           (1,494,144)
                                                              -------------         -------------

              Total Shareholders' Equity                        4,500,006             4,485,693
                                                              -------------         -------------

              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY  $     5,843,444       $     5,904,460
                                                              =============         =============

          See accompanying notes to condensed consolidated financial statements.
                                           F-3
</TABLE>
<PAGE>
<TABLE>

                                            ETRAVNET.COM, INC. AND SUBSIDIARY

                                      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                 SIX MONTHS AND THREE MONTHS ENDED JUNE 30, 2001 AND 2000
                                                          (UNAUDITED)


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

                                                          Three Months Ended                     Six Months Ended
                                                               June 30,                              June 30,
                                                         2001             2000                2001              2000
                                                   ---------------   ---------------   -----------------  ---------------
Revenues
     Franchise fees                                $        37,310     $      79,316    $         83,000  $       120,216
     Service fees and other                                319,861           334,617             488,104          596,802
     Travel products and services                        1,004,414         1,084,237           1,785,951        2,018,343
     Advertising fees                                           -                 -                   -            57,471
                                                     -------------     -------------      --------------    -------------

        Total Revenues                                  1,361,585         1,498,170           2,357,055        2,792,832
                                                     -------------     -------------      --------------    -------------
Operating Expenses
     Cost of travel products and services                  857,375           943,496           1,471,503        1,792,451
     Marketing and selling                                  53,475           273,462             211,994          506,561
     General and administrative                            427,439           373,451             681,319          969,368
                                                     -------------     -------------      --------------    -------------

        Total operating expenses                        1,338,289         1,590,409           2,364,816        3,268,380
                                                     -------------     -------------      --------------    -------------

         Income (loss) from operations                      23,296           (92,239)             (7,761)        (475,548)

Other income (expense), net                                 11,693           (37,037)             22,074          (22,888)
                                                     -------------     -------------      --------------    -------------

         Income (loss) before income
              taxes                                         34,989          (129,276)             14,313         (498,436)

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

         Net income (loss)                                  34,989          (129,276)             14,313         (498,436)

Preferred dividends                                         17,600                -               35,200               -
                                                     -------------     -------------      --------------    -------------

         Net income (loss) applicable
              to common shares                              17,389          (131,879)            (20,887)        (498,436)

Other comprehensive income (loss)                               -             (2,603)                 -                -
                                                     -------------     --------------     --------------    -------------

         Comprehensive income (loss)               $        17,389   $      (131,879)   $        (20,887) $      (498,436)
                                                     =============     ==============     ==============    ==============

Earnings (loss) Per Share:

     Weighted average common
         shares outstanding                              5,620,379         5,525,042           5,620,379        5,490,493
                                                     =============     =============      ==============    =============

     Basic and diluted earnings (loss)
         applicable to common
         shareholder                               $            -    $         (.02)    $             -   $         (.09)
                                                     =============     ============       ==============    =============


                        See accompanying notes to condensed consolidated financial statements.
                                                        F-4
</TABLE>
<PAGE>
<TABLE>

                                        ETRAVNET.COM, INC. AND SUBSIDIARY

                                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                                                  (UNAUDITED)


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

CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss)                                                                $        14,313     $      (498,436)
                                                                                        -------------       -------------
     Adjustments to reconcile net income to net
         cash used by operating activities:
              Depreciation and amortization                                                    40,000              32,338
              Amortization of stock-based compensation                                             -               68,000
              Loss on sale of marketable securities                                                -               34,716
              Changes in assets and liabilities:
                  Accounts receivable                                                           8,608              38,206
                  Notes receivable                                                             (2,069)           (200,831)
                  Security deposits and other assets                                               -               21,901
                  Accounts payable and accrued expenses                                       (75,328)            162,084
                  Deferred revenue                                                                 -              215,484
                                                                                        -------------       -------------

                  Total adjustments                                                           (28,789)           (371,898)
                                                                                        -------------       -------------

                  Net cash used by operating activities                                       (14,476)           (126,538)
                                                                                        -------------       -------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Payment for software license and development costs                                            -             (157,059)
     Redemption (acquisition) of short-term investments                                       199,732             333,777
                                                                                        -------------       -------------

                  Net cash provided by investing activities                                   199,732             176,718
                                                                                        -------------       -------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                     185,256              50,180

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

CASH AND CASH EQUIVALENTS - end                                                       $       216,226     $        69,993
                                                                                        =============       =============


                      See accompanying notes to condensed consolidated financial statements.
                                                      F-5
</TABLE>
<PAGE>

                        ETRAVNET.COM, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                SIX AND THREE MONTHS ENDED JUNE 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 June 30, 2001 and the results of its operations
       and cash flows for each of the six and three month periods ended June 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 footnotes 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 six
       and three months ended June 30, 2001 and 2000 are not necessarily
       indicative of the results to be expected for the full year.

2.     PREPAID ADVERTISING

       In February 2001, 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 June 30, 2001 the Company has utilized
       $25,000 of these credits.

3.     CONTINGENCIES

       Legal Proceeds

       In a lawsuit filed in Indiana, on June 21, 2000, JCB Enterprises ("JCB"),
       a former franchisee of the Company, is seeking monetary 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 was transferred to JCB's bankruptcy
       trustees. The Company intends to vigorously defend the matter. Trial is
       expected to commence in 2001. In addition, the Company is involved in
       other legal proceedings incurred in the normal course of business. At
       June 30, 2001, in the opinion of management, there are no proceedings
       that would have a material effect on the financial position of the
       Company if adversely decided.

       Merger Related Items

       In connection with the Company's merger with Playorena on September 17,
       1999, Playorena's recorded liabilities amounted to $332,218. The details
       are as set forth below:

              Notes payable                                    $         35,000
              Due to shareholder                                         41,300
              Other accrued expenses                                     255,918
                                                                   -------------

                    Total liabilities                           $        332,218
                                                                   =============

                                      F-6
<PAGE>

ETRAVNET.COM,  INC. AND  SUBSIDIARY  NOTES TO CONDENSED  CONSOLIDATED  FINANCIAL
STATEMENTS SIX AND THREE MONTHS ENDED JUNE 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 with in
       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 September 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 six months ended June 30, 2001. No
       current income taxes have been provided for the six month period ended
       June 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 $600,000 have been fully reserved by a valuation allowance
       at June 30, 2001.



                                      F-7
<PAGE>

                        ETRAVNET.COM, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                SIX AND THREE MONTHS ENDED JUNE 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>
       <S>                               <C>                  <C>                   <C>                 <C>

                                              Travel &
                                               Related              Internet
              Six Months Ended               Management            Technology
                June 30, 2001                 Services              Programs               Other              Total
       -------------------------------  --------------------  --------------------  -----------------   -----------------

       Revenues                           $        1,885,384    $               -     $            -      $     1,885,384
       Segment profit (loss)              $          129,454    $         (137,215)   $        22,074     $        14,313
       Total assets                       $        3,846,307    $        1,165,651    $       831,486     $     5,843,444
       Capital expenditures               $               -     $               -     $            -      $            -
       Depreciation and
          amortization                    $           40,000    $           50,000    $            -      $        90,000
       Interest income                    $               -                     -              22,074     $        22,074

</TABLE>

       <TABLE>
       <S>                               <C>                  <C>                   <C>                 <C>
                                              Travel &
                                               Related              Internet
              Six Months Ended               Management            Technology
                June 30, 2000                 Services              Programs               Other              Total
       -------------------------------  --------------------  --------------------  -----------------   -----------------

       Revenues                           $        2,792,832    $               -     $            -      $     2,792,832
       Segment profit (loss)              $         (475,548)   $               -     $       (22,888)    $      (498,436)
       Total assets                       $        1,862,688    $        3,067,000    $       675,000     $            -
       Capital expenditures               $               -     $          157,059    $            -      $       157,059
       Depreciation and
          amortization                    $           32,338    $               -     $            -      $        32,338
       Interest income                    $               -     $               -     $        11,828     $        11,828


                                                                F-8
</TABLE>
<PAGE>


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

The commission rates paid by travel suppliers, in addition to overrides, are
determined by individual travel suppliers and are subject to change.
Historically, typical standard base commission rates paid by travel suppliers
have been approximately 10% for hotel reservations, 5% to 10% for car rentals
and 10% to 15% for cruises and vacation packages. Based on the past several
years, leisure vendors (including tour operators, cruise lines and hotel and car
packagers) have not reduced their commission levels but, in fact, have offered
the company incentive commissions above the standard compensation for its volume
business. The company expects that its weighted average commission of online
transaction revenues will increase due to the fact that its leisure bookings are
much greater as a percentage of total sales than airline ticketing 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 our consolidated statement of operations to
total revenues:

                                      F-9
<PAGE>


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

                                            Three Months Ended         Six Months Ended
                                                  June 30,                  June 30,
                                                  --------                 --------
                                            2000         2001          2000           2001
                                            ----         ----          ----           ----
REVENUES
Franchise fees                              5.3%          2.7%         4.3%           3.5%
Franchise service
Fees and other                             22.3          23.5         21.4           20.7
Travel products and services               72.4          73.8         72.3           75.8
Advertising and other                        -              -          2.0             -
                                           -----         -----        -----          -----

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

OPERATING EXPENSES
Cost of travel products and sales          63.0          63.0         64.2           62.4
Marketing and selling                      18.3           3.9         18.1            9.0
General and administrative                 24.9          31.4         34.7           28.9
                                          -----         -----        ------         ------

TOTAL OPERATING EXPENSES                  106.2          98.3        117.0          100.3
                                          -----         -----        ------         ------

Income (loss) before other
Income and income taxes                    (6.2)           1.7       (17.0)           (.3)
Other                                      (2.5)           .8          (.1)            .9
                                          -----         -----        ------         ------

Income (loss) before income taxes          (8.7)          2.5        (17.1)            .6
Income Taxes                                 -             -            -              -
                                          -----         -----        ------         ------

Net income (loss)                          (8.7)%         2.5%       (17.1)%           .6%
                                          ======        =====        ======        ======

</TABLE>

Comparison of three and six months ended June 30, 2001 ("2001 period") and 2000
("2000 period")









                                      F-10
<PAGE>

REVENUES
Franchise Fees

Franchise fees decreased in each 2001 period as compared to the related 2000
periods as a result of less franchises sold in the 2001 periods as compared to
the 2000 periods.

Franchise Service Fees and Other

Franchise service fees declined by approximately $15,000 and $108,000 in the
three and six months ended June 30, 2001, respectively, as compared to the three
and six months ended June 30, 2000. The declines are principally attributable to
the effect of less franchisees in the franchise system, partially offset by
scheduled increases in franchisees service fees.

Travel Products and Services

Travel products and services decreased by approximately $80,000 and $232,400 in
the three and six months ended June 30, 2001 respectively as compared to the
three and six months ended June 30, 2000. The decreases are attributable to the
effect of transfering some of our Internet travel sales to franchisees.

OPERATING EXPENSES
Cost of travel products and services

The cost of travel products and services decreased by approximately $86,000 and
$320,000 during the three and six months ended June 30, 2001 respectively, as
compared to the three and six months ended June 30, 2000. These costs decreased
as a result of lower commissions and fees paid to franchisees in connection with
the earlier noted decreases in related revenues. The cost of travel products and
services --as a percentage of travel products and services sales -- were
approximately 85% and 82% for the three and six months ended June 30, 2001 and
87% and 89% for the 2000 periods.

Marketing and Selling

Marketing and selling expenses decreased by approximately $220,000 and $295,000
for the three and six months ended June 30, 2001 respectively as compared to the
related 2000 periods. Decreases in payroll costs in the 2001periods and the
effect of a change in the method of allocating costs between general and
administrative and marketing and selling expenses and decreases in incentives
and online related commissions were the primary reasons for the declines in the
2001 periods.

General and Administrative

General and administrative expenses increased by approximately $54,000 and
decreased by $288,000 during the three and six months ended June 30, 2001,
respectively, as compared to the related 2000 periods. As a percentage of net
revenues, these costs were 31% and 29% during the three and six months ended
June 30, 2001, respectively, as compared to 35% and 25% in the related 2000
periods. The changes in general and administrative expense in the 2001 periods
are attributable to increases in consulting expenses related to our expanding
Internet activities, professional and other fees related to our status as a
public company, stock-based compensation related to the granting of stock
options to employees and consultants, and a change in the method of allocating
certain payroll and related items between marketing and general and
administrative, all partially offset by lower salaries.


                                      F-11
<PAGE>
Variability of Results

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. 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 currently intend 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
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. Seasonality in the travel
industry, 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 in operations was approximately $29,000 in the six months ended June
30, 2001, as compared to a use of $126,000 in the six months ended June 30,
2000. Cash used in operating activities in 2001 was primarily attributable to a
slight build in our accounts receivable and a decline in our accounts payable.

Cash provided by investing activities in 2001 was approximately $200,000 as
compared to approximately $177,000 in 2000. Cash provided by investing
activities was primarily from the liquidation of short-term investments.


                                      F-12
<PAGE>

As of June 30, 2001, we had approximately $216,000 in cash and approximately
$831,000 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. In addition, we are obligated to make additional payments to the
developer of our "Haggle" software in 2001, which we believe could potentially
aggregate $120,000.

We believe that 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.

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. Through December 31, 1999, the Company's Y2K
compliance for software testing, modifications and upgrades were completed
without any significant expenditures.

Our funding for regular updates to computer systems, technical infrastructure
and other requirements were not a significant expenses.

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
failure in 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.





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                                      F-13
<PAGE>


                           PART II - OTHER INFORMATION

Item 1.         Legal Proceedings

                None

Item 2.         Changes in Securities

                None

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








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                                      F-14
<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. This Form 10-QSB contains summary financial
information extracted from the financial statements for the quarterly period
ending March 31, 2001 and is qualified in its entirety by reference to such
financial statements.


                                                  ETRAVNET.COM, INC.

                                                 /s/ Michael Y. Brent
                                                 --------------------
                                                 Michael Y. Brent, President
                                                 Dated: August 13, 2001


                                      F-15