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

                                   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 March 31, 2004.

[ ] 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)

                                    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, Shares as of March 31, 2004 10,779,361


     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[ ].




<PAGE>


                          REZCONNECT TECHNOLOGIES, INC.
                                   FORM 10-QSB
                        THREE MONTHS ENDED MARCH 31, 2004
                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION      PAGE
                                    ----

Item 1.  Financial Statements (unaudited)
                   Condensed Balance Sheets ...................................3
                   Condensed Statements of Operations..........................4
                   Condensed Statements of Cash Flows..........................5
                   Notes To Condensed Financial Statements.....................7

Item 2.  Management's Discussion and Analysis of Financial Condition and
                                    Results of Operations.....................20

Item 3.  Controls and Procedures..............................................23

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings....................................................24
Item 2.  Changes in Securities and Use of Proceeds............................24
Item 3.  Defaults Upon Senior Securities......................................24
Item 4.  Submission of Matters to a Vote of Security Holders..................24
Item 5.  Other Information....................................................24
Item 6.  Exhibits and Reports on Form 8-K.....................................24
            Signatures........................................................25
            Certifications

<PAGE>
<TABLE>
<CAPTION>
                          REZCONNECT TECHNOLOGIES, INC.

                            CONDENSED BALANCE SHEETS



                                     ASSETS
                                                                     Mar 31, 04     Dec 31, 03
                                                                    -----------    -----------
<S>                                                                <C>            <C>

CURRENT ASSETS
     Cash .......................................................   $    43,866    $    62,718
     Short-term investments .....................................       709,831        732,135
     Accounts receivable, less allowance for doubtful
           accounts of $74,061) .................................       261,625        255,244
     Current portion of notes receivable ........................       112,748        112,490
                                                                    -----------    -----------
TOTAL CURRENT ASSETS ............................................     1,128,070      1,162,587

OTHER ASSETS
     Capitalized software costs, at cost less accumulated
           amortization of $65,670 and 54,557 as of
           March 31, 2004 and December 31, 2003 .................        68,082         72,469
     Notes receivable, less current portion .....................       638,908        637,444
     Security deposits receivable and other assets ..............        13,133         13,133
                                                                    -----------    -----------
TOTAL OTHER ASSETS ..............................................       720,123        723,046
                                                                    -----------    -----------

TOTAL ASSETS ....................................................   $ 1,848,193    $ 1,885,633
                                                                    ===========    ===========

                LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable and accrued expenses ......................   $   103,090    $   105,776
     Current maturities of long term debt .......................        18,738         20,368
     Deferred revenue ...........................................       112,061        112,490
                                                                    -----------    -----------
TOTAL CURRENT LIABILITIES .......................................       233,889        238,634

OTHER LIABILITIES
     Long term debt, less current maturities ....................       297,942        300,802
     Deferred revenue ...........................................       635,013        632,862
     Security deposits payable ..................................        26,266         26,266
                                                                    -----------    -----------
TOTAL OTHER LIABILITIES .........................................       959,221        959,930
                                                                    -----------    -----------

TOTAL LIABILITIES ...............................................     1,193,110      1,198,564

STOCKHOLDERS' EQUITY
     Common stock, par value $.001, 20,000,000 shares authorized,
       10,779,361 shares issue and outstanding ..................        10,462         10,462
     Additional paid-in capital .................................     6,439,863      6,439,863
     Accumulated deficit ........................................    (5,795,242)    (5,763,256)
                                                                    -----------    -----------
TOTAL STOCKHOLDERS' EQUITY ......................................       655,083        687,069

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ......................   $ 1,848,193    $ 1,885,633
                                                                    ===========    ===========

</TABLE>
            See accompanying notes to condensed financial statements.


                                       3
<PAGE>

<TABLE>
<CAPTION>


                          REZCONNECT TECHNOLOGIES, INC.

                       CONDENSED STATEMENTS OF OPERATIONS

                   THREE MONTHS ENDED March 30, 2004 AND 2003
                                   (UNAUDITED)






                                                 Mar 31, 04      Mar 31, 03
                                                 -----------    -----------
<S>                                             <C>            <C>
REVENUE

      Franchise fees .........................   $     3,745    $    11,134
      Franchise service fees and other .......       139,542        123,552
      Travel products and services ...........       325,794        350,117
      Online travel income ...................       106,953         51,982
      Advertising and other ..................         2,349           --
                                                 -----------    -----------

INCOME BEFORE SELLING, GENERAL AND
      ADMINISTRATIVE EXPENSES ................       578,383        536,785

OPERATING EXPENSES
      Cost of travel services and products ...       279,915        254,582
      Depreciation and amortization expense ..        11,112        122,148
      Marketing and selling ..................        14,874         15,495
      General and administrative expenses ....       302,064        225,688
                                                 -----------    -----------
TOTAL OPERATING EXPENSES .....................       607,965        617,913

LOSS FROM OPERATIONS .........................       (29,582)       (81,128)

OTHER INCOME (EXPENSE)

      Gain from sale of short-term investments           536           --
      Interest income ........................         3,314          5,622
      Interest expense .......................        (5,297)          --
                                                 -----------    -----------
TOTAL OTHER INCOME (EXPENSE), NET ............        (1,447)         5,622
                                                 -----------    -----------

INCOME BEFORE INCOME TAXES ...................       (31,029)       (75,506)

INCOME TAXES .................................           956           --
                                                 -----------    -----------

NET LOSS .....................................       (31,985)       (75,506)

PREFERRED STOCK DIVIDENDS ....................          --             --
                                                 -----------    -----------

NET LOSS APPLICABLE TO COMMON STOCKHOLDERS ...   $   (31,985)   $   (75,506)
                                                 ===========    ===========

EARNINGS (LOSS) PER SHARE:
      WEIGHTED AVERAGE COMMON SHARES
             OUTSTANDING .....................     9,912,983      9,896,316
                                                 ===========    ===========

BASIC AND DILUTED LOSS PER SHARE .............   $     (0.00)   $     (0.01)
                                                 ===========    ===========


</TABLE>

            See accompanying notes to condensed financial statements.

                                       4
<PAGE>

<TABLE>
<CAPTION>


                         REZCONNECT TECHNOLOGIES, INC.

                       CONDENSED STATEMENTS OF CASH FLOWS

                   THREE MONTHS ENDED March 30, 2004 AND 2003
                                   (UNAUDITED)


                                                                           Mar 31, 04   Mar 31, 03
                                                                           ----------   ----------
<S>                                                                       <C>          <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss .............................................................   $ (31,985)   $ (75,306)
  Adjustments to reconcile net loss to net cash provided (used)
      by operating activities:
           Depreciation and amortization ...............................      11,112      122,148
           Changes in assets and liabilities
               Accounts receivable .....................................      (6,381)      23,321

               Notes receivable ........................................      (1,722)        --

               Security deposits receivable ............................        --         (1,000)

               Accounts payable and accrued expenses ...................      (2,686)         572

               Deferrred revenue .......................................       1,722         --
                                                                           ---------    ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES ..............................     (29,940)      69,735

CASH FLOWS FROM INVESTING ACTIVITIES:
           Payment for software license fee and costs of development ...      (6,726)     (10,000)
           Redemption of (payments for) short-term investments .........      22,304       52,877
                                                                           ---------    ---------
NET CASH USED BY INVESTING ACTIVITIES ..................................      15,578       42,877

CASH FLOWS FROM FINANCING ACTIVITIES:
           Proceeds from (repayment of) debt ...........................      (4,490)    (150,000)
                                                                           ---------    ---------
NET CASH USED BY FINANCING ACTIVITIES ..................................      (4,490)    (150,000)
                                                                           ---------    ---------

NET INCREASE IN CASH ...................................................     (18,852)     (37,388)

CASH, BEGINNING OF YEAR ................................................      62,718       63,318
                                                                           ---------    ---------

CASH, END OF YEAR ......................................................   $  43,866    $  25,930
                                                                           =========    =========




                             NON CASH INVESTING AND FINANCING ACTIVITIES
Issuance of 1,000,000 shares of common stock ...........................   $    -      $ 220,000
                                                                           =========    =========
Issuance of 100,000 common shares for for software .....................   $    -      $    -
                                                                           =========    =========
Preferred dividends paid by the issuance of common stock ...............   $    -      $    -
                                                                           =========    =========

</TABLE>

           See accompanying notes to condensed financial statements.

                                       5
<PAGE>


                          REZCONNECT TECHNOLOGIES, INC.

                              FINANCIAL STATEMENTS

                             MARCH 31, 2004 AND 2003
                                   (UNAUDITED)




                           ACCOUNTANTS' REVIEW REPORT

Board of Directors
Rezconnect Technologies, Inc.
Englewood Cliffs, New Jersey

We have reviewed the accompanying balance sheet of REZconnect Technologies, Inc.
as of March 31, 2004,  and the related  statements of operations  and cash flows
for the period then ended,  in  accordance  with  Statements  on  Standards  for
Accounting  and Review  Services  issued by the American  Institute of Certified
Public Accountants.  All information  included in these financial  statements is
the representation of the management of REZconnect Technologies, Inc.

A review consists  principally of inquiries of Company  personnel and analytical
procedures  applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion  regarding the financial  statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements  in order  for them to be in
conformity with generally accepted accounting principles.

The financial  statements  for the year ended  December 31, 2003 were audited by
us, and we expressed an  unqualified  opinion on them in our report dated May 6,
2004, but we have not performed any auditing procedures since that date.

The March 31, 2003 financial  statements of REZConnect  Technologies,  Inc. were
reviewed by other  accountants whose report dated May 12, 2003, stated that they
were not  aware  of any  material  modifications  that  should  be made to those
statements  for them to be in  conformity  with  generally  accepted  accounting
principles.


Dischino & Associates, P.C.
Certified Public Accountants and
Business Consultants

May 18, 2004





                                       6
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003


NOTE 1 - NATURE OF OPERATIONS

Rezconnect  Technologies,  Inc.  (the  "Company")  is a  leading  franchisor  of
traditional  "brick  and  mortar"  travel  agencies  as well  as  Internet-based
travel-related services and technology developing unique reservation systems for
the travel  and  entertainment  industry.  The  Company  is also a  full-service
provider  of  discount  travel  products  and  services to the leisure and small
business  traveler.  It operates  the  business  under its trade  names  "Travel
Network",  "Global Travel Network" and "Travel Network Vacation Central" as well
as web sites "Bookmytravel.com".

The Company's operations are comprised of three divisions. The first division is
an extension of its travel  franchise  system.  The extension  markets itself as
REZcity.com,  an online local city guide and online travel store.  The other two
divisions  of  the  Company  include  our  technology   section,   which  builds
reservation systems using proprietary patent pending  applications for suppliers
within the travel  industry.  The 3rd division  builds  online travel stores for
consumers  of travel  agents,  as well as Super Sites for Travel  Agents to book
their clients travel.

All of the Company's franchised operations are independently owned and operated.
All sales of travel  products by the Company are made through its franchisees or
through its  interactive  web site.  Operational  expenses  consist of franchise
system  sales  and  support   personnel,   executive   management   and  minimal
administrative personnel.

The Company is also engaged in the wholesale travel business,  providing product
and services to its franchisees, which it obtains from tour operators and cruise
lines. The Company also operates a retail travel agency.

In 2002,  the Company  signed an  exclusive,  20-year  management  agreement  to
provide travel web site hosting for one of the Company's  clients,  "Your Travel
Biz,  Inc."  (YTB),  a  network  marketing  company  offering  its'  members  an
interactive consumer website from the Company.  Further, all travel arrangements
from the online  sites are  serviced by a division of the  Company.  The Company
host 3912 sites for YTB.

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

In recent years, the Company began shifting its operations away from franchising
in order to concentrate on developing its internet travel agency  business.  The
Company's  investments  in software  and  technology  are  directed  towards the
enhancement of its online travel agency.





                         See Accountants' review report


                                       7
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING
-------------------
The  financial  statements  have been  prepared  in  accordance  with  generally
accepted accounting principles, using the accrual method. Accordingly,  revenues
are recorded in the period in which they are earned and expenses are recorded in
the period in which they are incurred.

USE OF ESTIMATES
----------------
The preparation of financial  statements in conformity  with generally  accepted
accounting principals requires management to make estimates and assumptions that
affect the  reported  amounts  of assets  and  liabilities  and  disclosures  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.  Significant estimates include
those  related  to  the   recoverability  of  the  advertising   receivable  and
capitalized software costs.

REVENUE RECOGNITION
-------------------

Franchise Fees
--------------
Payment of an initial  franchise fee, which is due upon execution of a franchise
agreement,  can be in the form of cash, notes or a combination thereof.  Revenue
is deferred until all material services and conditions  required of the company,
prior to the  opening  of the  franchised  business,  have  been  performed  and
substantial doubts of collectibility have been eliminated,  usually upon receipt
of payment.

As of March  31,  2004,  the  Company  has  taken a  reserve  against  its notes
receivable and corresponding deferred revenue balance for approximately $237,000
due to non-collection of balances in recent years.

Travel Products and Services
----------------------------
Commissions earned from the sales of travel products and services are recognized
when  earned.  Revenues  earned  from all  other  sales of  travel  and  related
products,  where the Company is the credit card merchant of record, are recorded
when earned at their aggregate retail value. Cancellations have historically not
been material.

Advertising and Other
---------------------
Advertising,  franchise  service fees and other  revenues are recognized as they
become payable.  Other revenue consists  primarily of travel related income from
the operation of a retail travel Service and certain earned commissions.

Online Travel Income
--------------------
Online travel  income is recognized  when earned income is recorded on a monthly
basis based on the number of websites hosted.


                         See Accountants' review report


                                       8
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

SHORT-TERM INVESTMENTS
----------------------
Short-term  investments  consist of mutual  bond funds which are  classified  as
"available-for-sale"  Securities  and,  accordingly,  are carried at fair value.
Realized gains and losses are included in earnings; unrealized holding gains and
losses are reported as a separate  component of  stockholders'  equity.  At both
March 31, 2004 and 2003, cost approximated market value.

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

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

The following table presents  adjusted net loss and loss per share data restated
to include the  retroactive  impact of the adoption of SFAS No. 142 for the year
2003:





                         See Accountants' review report


                                       9
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

GOODWILL(CONTINUED)
-------------------

                                                                    2003
                                                              ------------

Net loss as reported                                          $ (1,107,483)
Add back: Goodwill amortization                                     -
Pro forma net loss                                              (1,107,483)
Loss per share as reported                                           (0.12)
Pro forma loss per share                                             (0.12)

ADVERTISING
-----------
The Company expenses advertising costs as incurred.  Advertising expense for the
three  months  ended  March  31,  2004 and 2003 was  approximately  $14,874  and
$15,495, respectively.

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

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

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics  of both Liabilities and Equity." SFAS No. 150
established  standards for how companies classify and measures certain financial
instruments with characteristics of both liabilities and equity.


                         See Accountants' review report


                                       10
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENT ACCOUNTING PRONOUNCEMENTS(CONTINUED)
-------------------------------------------
It requires  companies  to classify a  financial  instrument  that is within its
scope  as a  liability  (or an  asset in some  circumstances).  SFAS No.  150 is
effective beginning with the second quarter of fiscal 2004; the Company does not
believe  the  adoption  of SFAS  No.  150 will  have a  material  impact  on its
financial statements.

ACCOUNTS RECEIVABLE AND NOTES RECEIVABLES
-----------------------------------------
The  Company  reflects  accounts  receivable  and  notes  receivables  at  their
outstanding  principal  balances as of the balance sheet date,  adjusted for any
charge-offs,  allowances.  In both  2004  and  2003,  the  Company  recorded  an
allowance  against its notes  receivables from franchisees and the corresponding
deferred revenue balances, due to the fact that the balances were not paid for a
few  years.  This  adjustment  did not  affect  the  Company's  profit  and loss
statement.

PROFIT SHARING PLAN
-------------------
The  Company  sponsors  a defined  contribution  plan.  All  employees  who have
completed  1,000  hours  of  service  during  the  plan  year  may  participate.
Contributions  are accrued and paid out of the Company's  current profits at the
discretion of the Company's Board of Directors.

Employees may make voluntary  contributions,  subject to statutory  limitations.
The Company elected not to make a contribution for 2004 and 2003.

COMPREHENSIVE INCOME
--------------------
The  company  follows  the  provisions  of  Statement  of  Financial  Accounting
Standards No. 130, "Reporting  Comprehensive  Income" ("SFAS No. 130"). SFAS No.
130 establishes rules for reporting and display of comprehensive  income and its
components.  There  are no items of other  comprehensive  income  for the  three
months ended March 31, 2004 and 2003.

STOCK-BASED COMPENSATION
------------------------
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation"  (SFAS 123) requires that companies with stock-based  compensation
plans  recognize  compensation  expense  based on the  "fair  value"  accounting
method,  or to apply the  "intrinsic  value"  method  provisions  of  Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB
25), and  disclose pro forma net income  assuming the fair value method had been
applied.

The Company has elected to adopt the disclosure-only provisions of SAFS 123 and,
accordingly,  computes  compensation  expense for employees as prescribed by APB
25. Under APB 25,  compensation  cost,  if any, is measured as the excess of the
quoted market price of the Company's  stock at the date of grant over the amount
an  employee  must pay to  acquire  the  stock.  For stock  options  granted  to
non-employees,  expense is measured based on the fair value method prescribed by
SFAS 123.

                         See Accountants' review report


                                       11
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

EARNINGS (LOSS) PER SHARE
-------------------------
Basic  earnings  (loss) per share are based on the  weighted  average  number of
common shares outstanding.  Diluted earnings (loss) per common share assume that
outstanding  common shares are increased by common shares issuable upon exercise
of stock options and the  conversion of preferred  stock where their exercise or
conversion  would be  dilutive.  For the three  months  ended March 31, 2004 and
2003,  the  effects  of assumed  exercise  of options  and  warrants  and/or the
conversion of preferred shares would be anti-dilutive.

CAPITALIZED SOFTWARE COSTS
--------------------------
Pursuant to SOP 98-1,  "Accounting for Costs of Computer  Software  Developed or
Obtained for Internal  Use",  the Company  capitalizes  certain  costs  incurred
during an internal use software development project,  including costs related to
applications,  infrastructure,  and graphics  development  for the Company's web
site.  Capitalized  costs consist of the cost of the software license  agreement
(Note 3), and certain  external direct costs of materials and licensor  provided
services incurred in developing the software for its specific applications.

Capitalized  software costs are being  amortized over their expected useful life
of thirty-six months

ADVERTISING RECEIVABLE
----------------------
In January,  2000,  the Company  entered into an  agreement  with a company that
specializes in arranging and brokering the placement of cable advertising. Under
the terms of the  agreement,  the Company  issued  207,289  shares of its common
stock in return  for the  promise by the other  party to  provide  approximately
$2,021,000 of cable  advertising  credits to the Company.  Through  December 31,
2000, the Company  utilized  approximately  $25,000 of such credits.  No credits
were  utilized  in 2002  and  2003.  Advertising  expense  is  charged  when the
advertising credits are utilized. An allowance of $500,000 was taken against the
receivable  balance as of December  31,  2001 due to non-use of the  advertising
credits  and a dispute  with the  vendor  over the terms of the  agreement.  The
Company  discovered  that the  vendor  was no longer in  business.  As such,  an
impairment  of  $1,496,000  was recorded as of December  31,  2002.  The Company
intends to  vigorously  pursue this matter in the near future but has elected to
record the impairment since the cable  advertising  placement company has ceased
operations and maybe judgment proof.

NOTE 3 - SOFTWARE LICENSE AGREEMENT AND DEVELOPMENT COSTS
---------------------------------------------------------

In 1999,  the Company  entered into a four-year  agreement  to license  software
designed  for and  expected  to be  utilized  by the  Company in its  e-commerce
activities.  In connection therewith, the Company paid the licensor an aggregate
of $50,000 in 1999 and 2000  ("initial  installment")  and granted the  licensor
warrants  to acquire an  aggregate  of 217,000  shares of the  Company's  common
stock.  The warrants,  which are  exercisable at between $4 and $5 per share for
four years (100,000 shares) and five years (117,000 shares), respectively,  were
valued at an average of $4.40 per share.

                         See Accountants' review report


                                       12
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003

NOTE 3 - SOFTWARE LICENSE AGREEMENT AND DEVELOPMENT COSTS(CONTINUED)
--------------------------------------------------------------------

Commencing in the year that the software is deemed "available",  as that term is
used in the agreement, the Company was required to pay a license fee of $75,000.
In February  2003,  the Company  reached an agreement with the licensor to waive
the license fee of $75,000 in return for the  issuance  of common  shares  worth
$50,000 at the time of issuance. The Company will then pay the licensor a 4% fee
on all revenue generated from the use of the net-to-phone  technology portion of
the software.

The Company has not generated  any revenue from this  technology.  In 2003,  the
Company elected to take on impairment of the remaining capitalized software cost
and the related  capitalized  consulting cost associated with the development of
the software.

NOTE 4 - LONG TERM DEBT
-----------------------

On January  11,  2002,  as a result of the events of  September  11, the Company
borrowed $324,500 from the United States Small Business Administration under its
disaster relief program. Payments were to commerce in January 2003. However, the
Small Business  Administration  extended the commencement date to November 2003.
The loan is repayable on a monthly  installment of $2,607 including  interest at
4% per annum through October 2017. The loan is guaranteed by the Company's chief
executive officer and is collateralized by the accounts  receivable and property
and equipment of the Company.

Minimum  principal  payments under long term debt agreement as of March 31, 2004
are as follows:

         2004                                $  18,738
         2005                                   21,092
         2006                                   21,842
         2007                                   22,619
         2008                                   23,423
         Thereafter                            208,966
                                             ---------

         Total                               $ 316,680
                                             =========

NOTE 5 - COMMIMENTS AND CONTINGENCIES

Leases
------
The Company is  obligated  under an office  lease,  renewed in 2003 and extended
until April 30, 2008, to pay minimum annual rentals,  currently at $44,000, plus
real estate taxes and operating cost charges.


                         See Accountants' review report


                                       13
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003

NOTE 5 - COMMIMENTS AND CONTINGENCIES(CONTINUED)
------------------------------------------------

Leases(continued)
-----------------
In addition, the Company has entered into various lease agreements with Wal-Mart
Stores,  Inc.  (Wal-Mart) for 10 locations pursuant to a master lease agreement.
The Company has also entered into sub-lease  agreements with franchisees at many
of these Wal-Mart locations.

The  Company  has an option  to renew  both the  leases  with  Wal-Mart  and the
subleases with the franchisees for a two-year  period and,  additionally,  three
one-year periods.

The  following  is a summary  of net rental  expense,  included  in general  and
administrative  expenses for the three  months  ended March 31, 2004,  under all
operating leases:

                                                          2004
                                                       ---------
Minimum rentals                                        $  51,240
Less: Sublease rentals                                    44,887
                                                       ---------

Net rental expense                                     $   6,353
                                                       ==========

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

         2004                                          $  46,123
         2005                                             44,333
         2006                                             46,333
         2007                                             48,333
         2008                                             16,333
                                                       ---------

         Total                                         $ 201,455
                                                       =========

The minimum  future  rentals have not been reduced by  approximately  $13,664 of
sublease rentals to be received in the future under non-cancelable subleases.

Legal Proceedings
The Company is involved in legal  proceedings  incurred in the normal  course of
business. At March 31, 2004 and 2003, 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.






                         See Accountants' review report


                                       14
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003

NOTE 5 - COMMIMENTS AND CONTINGENCIES(CONTINUED)
------------------------------------------------

Employment Agreement
During 2000, the Company entered a five-year employment agreement with its Chief
Executive Officer ("CEO").  Pursuant to the agreement, the CEO is paid an annual
base salary of $200,000 per year with annual 6% increases, and a bonus incentive
equal to 10% of all initial franchise fees earned by the Company.  Additionally,
the  agreement  provides  the CEO  certain  rights  in the  event of a change in
control of the Company.

NOTE 6 - STOCKHOLDERS' EQUITY
-----------------------------

Preferred Stock
During the third quarter of fiscal 2000,  the Company  issued  143,497 shares of
its series A 7% cumulative convertible preferred stock at $7.00 per share. These
shares,  with a par value of $.001,  are  convertible  into two shares of common
stock, subject to adjustment. Also attached to each share of the preferred stock
is a warrant to purchase one share of common  stock at $10.00.  The warrants are
exercisable for a period of up the three years. Total proceeds,  net of issuance
costs,  were $896,178.  The preferred shares had a liquidation  preference of $7
per share.

During 2002, the Company offered its preferred shareholders the right to convert
each of their units into seven shares of common stock.  As of December 31, 2002,
all of the preferred  shares were converted into common shares.  Total dividends
paid on the preferred  stock in 2002 were $35,808.  The $35,808 was paid in 2002
through the issuance of 210,635 common shares.

Common Stock Issued
During the year ended December 31, 2003 and 2002,  the Company issued  1,100,000
and 819,601 shares of common stock,  respectively,  which were recorded at their
fair value at the time of issuance, as follows:

                                2004                       2003
                 -------------------------      --------------------------------
                 No. of Shares      Amount      No. of Shares       Amount
                 -------------      ------      -------------       ------

Deferred Costs         -           $   -        1,000,000          $ 220,000











                         See Accountants' review report


                                       15
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003

NOTE 6 - STOCKHOLDERS' EQUITY(CONTINUED)
----------------------------------------

Common Stock Issued(continued)
------------------------------
On February 11, 2003, the Company's Board of Directors approved and ratified the
issuance of 800,000  shares to Your Travel Biz,  Inc. and 200,000  shares to YTB
Travel and Cruises,  Ltd. In exchange  for an exclusive  contract to service the
Company's web-sites and travel services over a 20-year period. In addition,  the
Company  loaned YTB Travel and Cruised Ltd. and Your Travel Biz, Inc.  $150,000.
$100,000 was provided in cash and the remaining  $50,000 was provided in credits
against monthly billings. The loan was repaid in full in November 2003.

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

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

As of March 31,  2004 and 2003,  common  shares are  reserved  for  issuance  as
follows:

Warrants                                                    2003       2002
--------                                                    ----       ----
Exercisable at $5.00 per share through December 2004     $217,000    $217,000
Exercisable at $10.00 per share through November 2003           -     143,497

Options
-------
Exercisable at various amounts through 2006 (weighted
 average of $1.08 per share)                              475,000     475,000
                                                         --------    --------
Total                                                    $692,000    $835,497
                                                         ========    ========

A summary of stock option activity and weighted  average  exercise price for the
year ended December 31, 2003 and 2002 are as follows:

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

Outstanding, January 1, 2003                       475,000            $   1.08
  Granted                                             -                     -
  Exercised                                           -                     -
Forfeited/Cancelled                                -------            --------
Outstanding, December 31, 2003                     475,000            $   1.08
  Granted                                             -                     -
  Exercised                                           -                     -
Forfeited/Cancelled                                -------            --------
Outstanding, March 31, 2004                        475,000            $   1.08
                                                   =======            ========

                             See Accountants' report


                                       16
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003

NOTE 6 - STOCKHOLDERS' EQUITY(CONTINUED)
----------------------------------------

Options(continued)
A summary of stock options  outstanding and exercisable as of March 31, 2004 are
as follows:

                          Options     Outstanding      Options   Exercisable
--------------------- ---------------------------- ------------- --------------
                      Weighted       Weighted                    Weighted
Exercise Number       Average        Average       Number        Average
Prices   Outstanding  Remaining Life Exercise      Exercisable   Exercise Price
--------------------- ---------------------------- ------------- --------------
$1.00    410,000      5 Years        $1.00         351,000       $1.00
--------------------- ---------------------------- ------------- --------------
$2.00     65,000      5 Years        $2.00          45,000       $2.00
--------------------- ---------------------------- ------------- --------------

The fair value of the options granted for the years ended December 31, 2003 were
estimated  using the  Black-Scholes  option pricing model based on the following
weighted average assumptions:

                                      2004             2003
                                      ----             ----

Risk free interest rate                5.00%            5.00%
Expected volatility                  100.00%          100.00%
Expected remaining lives               2                2
Expected dividend yield               -0-              -0-


Had compensation cost for employee stock options been determined consistent with
SFAS 123, the  Company's  net loss and loss per share would have been as follows
for the three months ended March 31, 2004:



Net loss as reported                  $  (31,985)
Pro forma net loss                    $  (31,985)
Loss per share as reported            $    (0.00)
Pro forma net loss per share          $    (0.00)

Merger Related items
--------------------
In  connection  with the September  1999 merger with  Playorena,  Inc.,  certain
Playorena  shareholders  agreed to  indemnify  the Company  with  respect to any
amount  paid  or  payable  by  the  Company  on  account  of  certain  Playorena
obligations amounting to approximately $332,000.
The  indemnification  relates to any claims made by a potential  creditor within
three years from the date of the merger.

                             See Accountants' report


                                       17
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003

NOTE 6 - STOCKHOLDERS' EQUITY(CONTINUED)

Merger Related items(continued)
-------------------------------
For this reason,  the Company did not include these  obligations of Playorena in
its financial statements.

In connection  with the above,  former members of al limited  liability  company
that  was  a  predecessor   to  the  Company  were   entitled  to   preferential
distributions of $258,000. The Company issued approximately  1,172,000 shares of
its common stock in April 2003 in payment of the preferential distribution.

NOTE 7 - INCOME TAXES
---------------------
As a result of the  Company's  operating  losses in 2003 and  2002,  no  current
income taxes are provided.

The  Company  has net  deferred  tax assets of  approximately  $2,302,993  which
consists  principally  of the income tax  benefits of net  operating  loss carry
forwards of  approximately  $5,757,483 which begin to expire in 2019. Due to the
Company's  history of operating  losses, a valuation  allowance in the amount of
net deferred assets has been recorded.

NOTE 8 - RELATED PARTY TRANSACTIONS
-----------------------------------
The  Company  pays  consulting  fees to a company  owned by the chief  executive
officer who is a significant shareholder. Expenses totaled approximately $12,000
and 15,000 each for the three months ended March 31, 2004 and 2003.

NOTE 9 - SEGMENT INFORMATION
----------------------------
The  Company  operates  in  three  business  segments:   providing  and  selling
management   services  within  the  travel   industry,   including   franchising
activities,  developing and commercializing  Internet-based  technology programs
and on-line travel store services.

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











                        See independent auditors' report


                                       18
<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003

NOTE 9 - SEGMENT INFORMATION
----------------------------

<TABLE>
<CAPTION>

    Three Months Ended  Franchise and Travel  Internet    Online Travel Store    Other        Total
       March 31,2004     Related Management  Technology        Services
                              Services        Programs
----------------------- -------------------- ------------ -------------------- ---------- -----------
<S>                           <C>            <C>             <C>                <C>        <C>
Revenues                       254,589           -            106,953                -       578,383
----------------------- -------------------- ------------ -------------------- ---------- -----------

Segment profit (loss)         (118,073)          -             86,088                -      ( 31,985)
----------------------- -------------------- ------------ -------------------- ---------- -----------

Total assets                 1,681,245           -            123,082             43,866   1,848,193
----------------------- -------------------- ------------ -------------------- ---------- -----------
Capital expenditures            -                -              6,726                -         6,726
----------------------- -------------------- ------------ -------------------- ---------- -----------
Depreciation and
amortization                    -                -             11,112                -        11,112
----------------------- -------------------- ------------ -------------------- ---------- -----------
Interest income                 -                -                                 3,314       3,314
----------------------- -------------------- ------------ -------------------- ---------- -----------



    Three Months Ended  Franchise and Travel  Internet    Online Travel Store    Other        Total
       March 31,2003     Related Management  Technology        Services
                              Services        Programs
----------------------- -------------------- ------------ -------------------- ---------- -----------

Revenues                       484,803          -              51,982                -       536,785
----------------------- -------------------- ------------ -------------------- ---------- -----------

Segment profit (loss)           17,498        (97,138)        (1,488)                -       (81,128)
----------------------- -------------------- ------------ -------------------- ---------- -----------
Total assets                   785,720        777,100         415,086            685,573   2,663,479
----------------------- -------------------- ------------ -------------------- ---------- -----------
Capital expenditures              -                -           10,000                -        10,000
----------------------- -------------------- ------------ -------------------- ---------- -----------
Depreciation and
amortization                      -           97,138          25,010                 -       122,148
----------------------- -------------------- ------------ -------------------- ---------- -----------
Interest income                   -                -                -              5,622       5,622
----------------------- -------------------- ------------ -------------------- ---------- -----------
</TABLE>











                         See Accountants' review report


                                       19
<PAGE>







Item 2.  Management's Discussion and Analysis or Plan of Operation
         ---------------------------------------------------------


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

            REZconnect (R) Technologies, Inc. (the "Company") is a leading
franchisor of traditional "brick and mortar" travel agencies, as well as
Internet-based, travel-related services and technology developing unique
reservation systems for the travel and entertainment industry. We are also a
full service provider of discount travel products and services to the leisure
and small business traveler. We operate the business under our trade names
"Travel Network," "Global Travel Network" and "Travel Network Vacation Central"
as well as, web sites" "Bookmytravel.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.

            REZconnect (R) Technologies, Inc. (the "Company") operations are
comprised of 3 divisions. The first division is an extension of its travel
franchise system. The extension markets itself as REZcity.com, an online local
city guide and online travel store. The 2nd division of the Company is our
technology section, which builds reservation systems using proprietary patent
pending applications for suppliers within the travel industry. The 3rd division
builds online travel stores for consumers of travel agents, as well as "Super
Sites" for Travel Agents to book their clients travel. REZconnect Technologies,
Inc. has signed contracts with numerous Consortium groups to build online "Super
sites" for their agent base. Contracts that have been signed include: Hickory
Leisure, InteleTravel, OSSN, ARTA, GTM and the IT Group.

            REZconnect's consumer driven websites provide strong content and
bookability with over 55 booking engines incorporated into one site, covering
all aspects of the travel industry. Sites are available for use 24 hours, 7 days
a week, allowing travel agents the ability to personally follow-up with the
online consumer and provide customer service.

            REZconnect typically charges $49 per month, on a non-contract basis,
to own and operate on an online travel site. If an agent signs a one year
contract, the cost is reduced and the agent only pays for 11 months of service.
REZconnect now offers CLIA members a discounted rate of $39 per month with the
same pre-payment plan described above. In addition, we offer CLIA agencies a
free one-month trial before committing to a yearly contract. The agencies that
pay month to month must pay by credit card while yearly contracts can be paid
either by check or credit card.

            Currently, there are over 5,300 consumer websites in operation. Site
owners are permitted to solicit other organizations and associations to clone
travel sites allowing for site owners to earn more revenue. The fee associated
with a travel site clone is $25 per site, monthly.

            REZcity is an online city guide and online travel store for over
53,000 towns throughout the United States providing a unique model for
entrepreneurs and travel agencies to participate by licensing the local
community content with rights to sell advertising and e-commerce solutions. The
pricing of a local town of 25,000 in population is $1,500 for a one-time fee and
an annual hosting fee of $150.00.

                                       20
<PAGE>

            We are the only company in this field offering every postal zip code
in the U.S. with strong rich content provided by over 100 sources, including
weather, entertainment, sports, news, various information guides with yellow
page listings of over 15,000,000 businesses. This site is up and running and was
first available in 1998. REZconnect took over the site in 2002 and is currently
offering this product to companies within the travel community.

            To date, REZconnect has signed 236 Single Unit franchises, 3 Area
Representative Units and 4 Master Units. A single unit franchise consists of a
single town or zip code with a population of 25,000 or less. Franchisees are
required to sell e-commerce and advertising solutions, to earn revenue, within
their purchased territory and market their website to local residents residing
in the community. An Area Representative owns a minimum of 20 Franchise units in
which he/she is responsible for the same tasks as a single unit franchise owner,
however they represent a larger territory. A Master owns a minimum of 600
Franchise units. A Master's primary role is to sell individual franchise units
and Area Representative Units. A Master earn revenue by Franchise sales as well
as by sales created by franchisees within their master territory selling
e-commerce and advertising solutions.

            Revenues from the sale of Area Representative Units and Master Units
Franchisees are not usually recorded in our financial statement based on our
accounting policy regarding the recognition of franchise revenues until services
have been rendered and substantial doubt of collectability has been eliminated,
usually upon receipt of payment.

            Our brick and mortar franchisee fees range from $3,000 to $29,900
for domestic franchises and from $50,000 to $350,000 for individual
international territories. Yearly service fees range from $2,000 to $9,000 per
location. Commission rates paid by travel suppliers have been approximately 10%
for hotel reservations, 5-10% for car rentals, and 10-15% for cruises and
vacation packages. Airline tickets are a non-commissionable item and revenues
are earned from service fees, which range from $10 to $35 per ticket.

            In-house sales personnel have generally handled marketing of
franchisees. All of the Company's franchised operations are independently owned
and operated. The Company operates two company-owned travel agencies. All sales
of travel products by the Company are made through its franchisees or through
its interactive web site. Operational expenses consist of franchise system sales
and support personnel, executive management and minimal administrative
personnel.

            In 2003, REZconnect signed an exclusive, 20-year management
agreement to provide travel web site hosting for one of the Company's clients,
"Your Travel Biz, Inc." and "YTB Travel And Cruise LTD" (YTB) a network
marketing company offering its' members an interactive consumer website from the
Company. Further, all travel arrangements from the online are serviced by a
division of the Company. We currently host over 3500 sites for YTB. Based on
current projects supplied by YTB, the growth of new sites should increase
significantly over the next several years. In conjunction with the signing of
this agreement REZconnect issued YTB Travel and Cruise Ltd. and Your Travel Biz,
Inc., 200,000 and 800,000 shares of stock respectively, as well as a $150,000
loan to be repaid in installments beginning in December 2002. YTB elected to
repay the $150,00 loan in full in November 2003.


                                       21
<PAGE>

Results of Operations


                        THREE MONTHS ENDED MARCH 31, 2004
                AS COMPARED TO THREE MONTHS ENDED MARCH 31, 2003

Revenues

            Franchise fees decreased by approximately $7,389 in the 2004
three-month period as compared to the 2003 three-month period. The decrease is
due to a change in accounting line item reporting.

            Franchise service fees and other increased by approximately $15,990
or 13% in the 2004 three-month period as compared to the 2003 three-month
period. The increase is attributable to a increase in service fees of brick and
mortar franchisees in the franchise system, and increasing sales of travel
worldwide.

            Travel products and services declined by approximately $24,323 or 7%
in the 2004 three-month period as compared to the 2003 three-month period. Sales
of travel related products and services are correlated to the number of brick
and mortar franchisees in our system and the general demand for such products
and services.

            Online travel income increased $54,971 or 104% due to the fact the
Company's Consumer website program has grown significantly.

            Advertising and other revenues increased approximately $2,349 or
100% due to the fact that the Company was active in this area in 2003.

Expenses

            The cost of travel related products and services increased
approximately $25,333 or 10% in the 2004 three-month period as compared to the
2003 three-month period as a result of higher related revenues. Such costs
amounted to approximately 48% of revenues in the 2004 three-month period as
compared to 47% of related revenues in the 2003 three-month period.

            Marketing and selling expenses declined by approximately $621 in the
2004 period as compared to the 2003 period.

            General and administrative expenses increased by approximately
$76,376 or 33% in the 2004 three-month period as compared to the 2003 three
month period. The increase relates to an increase in consulting, accounting,
conferences and internet expenses, all of which relate to the Company's
increased efforts in the online travel business.

            Depreciation and amortization expense declined by approximately
$101,036 in 2004 period as compared to the 2003 period, due to the fact that the
Company has written off a major portion of its' capitalized software cost on the
2003 year-end.

Variability of Results

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

                                       22
<PAGE>

and (xi) unforeseen events affecting the travel industry.

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

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


LIQUIDITY AND CAPITAL RESOURCES

        During the three-months ended March 31, 2004, operating activities
generated cash of approximately ($18,852) compared to ($37,388) for the
three-month period ended March 31, 2003.

        We believe that our cash and short term investments on March 31, 2004
and our anticipated cash flow from operations will be sufficient to meet our
obligations on a timely basis for the next 12 months.

ITEM 3 - CONTROLS AND PROCEDURES

            Evaluation of disclosure controls and procedures
            ------------------------------------------------

            Our chief executive officer and chief financial officer have
reviewed and evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-14 and 15d-14 under the Securities Exchange
Act of 1934 (the "Exchange Act"), as of a date within ninety days before the
filing of this quarterly report. Based on that evaluation, the chief executive
officer and chief financial officer have concluded that our current disclosure
controls and procedures are effective to ensure that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized, and reported within the time periods specified
in the Commission's rules and forms.

            Changes in internal controls
            ----------------------------

            There have not been any significant changes in our internal controls
or in other factors that could significantly affect these controls subsequent to
the date of their evaluation. There were no significant deficiencies or material
weakness in the internal controls, and therefore no corrective actions were
taken.

                                       23
<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
            Not applicable

ITEM 5 - OTHER INFORMATION
            None

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
         1. Not applicable
         2. Reports on Form 8-K

            On February 11, 2003 the Company filed a report regarding the
         issuance of 200,000 and 800,000 shares of common stock to YTB Travel
         Cruise Ltd. and Yourtravelbiz, Inc., in connection with the signing of
         a long-term, web servicing agreement for a twenty (20) year period.


                                       24
<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, CEO
                                    Dated: May 24, 2004


                                    /s/ Derek J. Brent
                                    --------------------------------
                                    Derek J. Brent, CFO
                                    Dated: May 24, 2004

         This Form 10-QSB contains summary financial information extracted from
the financial statements for the three months ended March 31, 2004 and is
qualified in its entirety by reference to such financial statements.


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