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 June 30, 2002.

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

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

                                   11-2602120
                      (IRS Employer Identification Number)

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

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

                                       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 June 30, 2002; 8,352,832



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


<PAGE>





                                     PART I

Item 1.  Financial Statements
         --------------------



                          REZCONNECT TECHNOLOGIES, INC.

                         CONDENSED FINANCIAL STATEMENTS

                           SIX AND THREE MONTHS ENDED
                             JUNE 30, 2002 AND 2001
                                   (UNAUDITED)



<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.

                            CONDENSED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                                     June 30,          December 31,
                                                                       2002                  2001
                                                                   ---------------     ------------
                                                                    (Unaudited)
<S>                                                               <C>               <C>
CURRENT ASSETS
     Cash and cash equivalents                                      $    57,915      $    41,321
     Short-term investments                                             787,690          500,735
     Accounts receivable, less allowance for doubtful
         accounts of $103,000                                           317,454          282,423
     Current portion of notes receivable                                 15,838           24,611
                                                                    -----------      -----------

              Total Current Assets                                    1,178,897          849,090
                                                                    -----------      -----------

PROPERTY AND EQUIPMENT, at cost, less accumulated
     depreciation                                                         5,585           20,585
                                                                    -----------      -----------

OTHER ASSETS
     Advertising receivable                                           1,496,000        1,496,000
     Goodwill, less accumulated amortization                            153,400          153,400
     Capitalized software costs, less accumulated amortization        1,109,149        1,165,651
     Notes receivable, less current portion                             890,192          890,698
     Security deposits and other                                         93,703           93,703
                                                                    -----------      -----------

              Total Other Assets                                      3,742,444        3,799,452
                                                                    -----------      -----------

              TOTAL ASSETS                                          $ 4,926,926      $ 4,669,127
                                                                    ===========      ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable and accrued expenses                          $   427,217      $   409,862
     Deferred revenue                                                    15,838           24,611
                                                                    -----------      -----------

              Total Current Liabilities                                 443,055          434,473
                                                                    -----------      -----------

OTHER LIABILITIES
     Note payable                                                       324,500             --
     Deferred revenue                                                   899,471          890,698
     Security deposits                                                  152,344          156,425
                                                                    -----------      -----------

              Total Other Liabilities                                 1,376,315        1,047,123
                                                                    -----------      -----------

              Total Liabilities                                       1,819,370        1,481,596
                                                                    -----------      -----------

SHAREHOLDERS' EQUITY
     Preferred stock; par value $.001; authorized 5,000,000
         shares; 52,571shares issued and outstanding at
          June 30, 2002, liquidation preference of $7 per share              52              143
     Common stock, par value $.001; authorized 20,000,000
         shares; 8,352,832 shares
         issued and outstanding at June 30, 2002                          8,352            6,321
     Additional paid-in capital                                       6,069,901        6,035,508
     Accumulated deficit                                             (2,970,749)      (2,854,441)
                                                                    -----------      -----------

              Total Shareholders' Equity                              3,107,556        3,187,531
                                                                    -----------      -----------

              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY            $ 4,926,926      $ 4,669,127
                                                                    ===========      ===========
</TABLE>
            See accompanying notes to condensed financial statements.

                                       -1-

<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.

                       CONDENSED STATEMENTS OF OPERATIONS

            SIX MONTHS AND THREE MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                           Three Months Ended                     Six Months Ended
                                                                June 30,                              June 30,
                                                     ---------------------------------    ---------------------------------
                                                          2002              2001                2002             2001
                                                     ---------------  ----------------    ---------------   ---------------
<S>                                               <C>                 <C>               <C>                 <C>
Revenues
     Franchise fees                                $             750    $       37,310    $        18,544    $       83,000
     Franchisee service fees and other                       188,037           230,312            370,492           488,104
     Travel services and products                            468,400         1,093,963            837,965         1,785,951
     Advertising and other                                    13,880                -              87,393                -
                                                     ---------------     -------------      -------------     -------------

         Total Revenues                                      671,067         1,361,585          1,314,394         2,357,055
                                                     ---------------     -------------      -------------     -------------

Operating Expenses
     Cost of travel services and products                    495,486           857,375            815,108         1,471,503
     Marketing and selling                                    19,230            53,475             71,837           211,994
     General and administrative                              230,259           407,439            426,710           641,319
     Depreciation and amortization                           109,550            20,000            117,050            40,000
                                                     ---------------     -------------      -------------     -------------

         Total operating expenses                            854,525         1,338,289          1,430,705         2,364,816
                                                     ---------------     -------------      -------------     -------------

         Income (loss) from operations                      (183,458)           23,296           (116,311)           (7,761)

Interest income                                                   -             11,693                 -             22,074
                                                     ---------------     -------------      -------------     -------------

         Income (loss) before income taxes                  (183,458)           34,989           (116,311)           14,313

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

         Net income (loss)                                  (183,458)           34,989           (116,311)           14,313

Preferred dividends                                           18,146            17,700             35,646            35,200
                                                     ---------------     -------------      -------------     -------------

         Net income (loss) applicable to
              common shareholders                  $        (201,604)   $       17,289    $      (151,957)   $     (20,887)
                                                   ==================   ==============    ================   ==============


Earnings (loss) Per Common Share:

     Weighted average number of common
         shares outstanding                                7,710,181         5,620,379          7,037,086         5,620,379
                                                   =================    ==============    ===============     =============

     Basic and diluted earnings (loss)
         per share available to common
         shareholders                              $            (.03)   $           -     $          (.02)   $            -
                                                   =================    ===============   ================   ==============

</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       -2-


<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.

                       CONDENSED STATEMENTS OF CASH FLOWS

                      SIX MONTHS ENDED JUNE, 2002 AND 2001
                                   (UNAUDITED)




<TABLE>
<CAPTION>


                                                                                          2002                  2001
                                                                                    ---------------       ---------------

<S>                                                                              <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss)                                                              $      (116,311)      $        14,313
                                                                                      -------------        --------------
     Adjustments to reconcile net income (loss) to net
         cash provided (used) by operating activities:
              Depreciation and amortization                                                 117,050                40,000
              Changes in assets and liabilities:
                  Accounts receivable                                                        (5,030)                8,608
                  Notes receivable                                                            9,279                (2,069)
                  Security deposits and other assets                                        (23,964)                   -
                  Accounts payable and accrued expenses                                      53,688               (75,328)
                  Deferred revenue                                                           19,883                    -
                                                                                      -------------         -------------

                  Total adjustments                                                         170,906               (28,789)
                                                                                      -------------         -------------

                  Net cash provided (used) by operating activities                           54,595               (14,476)
                                                                                      -------------         -------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Payment for software license and development costs                                     (45,548)                   -
     Redemption (acquisition) of short-term investments                                    (316,955)              199,732
                                                                                      -------------         -------------

                  Net cash provided (used) by investing activities                         (362,503)              199,732
                                                                                      -------------         -------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Increase in note payable                                                               324,500                    -
                                                                                      -------------         -------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                    16,592               185,256

CASH AND CASH EQUIVALENTS - beginning                                                        41,321                30,970
                                                                                      -------------         -------------

CASH AND CASH EQUIVALENTS - end                                                     $        57,913       $       216,226
                                                                                      =============         =============


NON-CASH INVESTING AND FINANCING ACTIVITIES

     Conversion of Preferred Stock into Common Stock:
         Preferred stock                                                            $           (91)      $            -
         Additional paid-in-capital                                                 $           635       $            -
         Common stock                                                               $           726       $            -

     Stock distribution                                                             $         1,173       $            -
     Preferred stock dividends paid in common stock                                 $        35,646       $            -

</TABLE>

            See accompanying notes to condensed financial statements.

                                       -3-


<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                SIX AND THREE MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (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, 2002 and the results of its operations
       and cash flows for each of the six and three month periods ended June 30,
       2002 and 2001. These statements are condensed and therefore do not
       include all of the information and notes required by generally accepted
       accounting principles for complete financial statements. The statements
       should be read in conjunction with financial statements and footnotes
       included in the Company's financial statements and footnotes as of
       December 31, 2001 and for the year then ended previously filed with the
       Securities and Exchange Commission. The results of operations for the six
       months ended June 30, 2002 are not necessarily indicative of the results
       to be expected for the full year ending December 31, 2002.


2.     ADVERTISING RECEIVABLE

       In January 2000, the Company entered into an agreement with a company
       that specializes in arranging and brokering the placement of cable
       advertising. Under the terms of the agreement, the Company issued 207,289
       shares of its common stock in return for the promise by the other party
       to provide approximately $2,021,000 of cable advertising credits to the
       Company. Through December 31, 2000, the Company utilized approximately
       $25,000 of such credits. No credits were utilized during 2001.
       Advertising expense is charged when the advertising credits are utilized.

       The other party has indicated that it believes that certain terms and
       conditions of the agreement have not been met by the Company and has
       indicated a willingness to provide approximately $1,000,000 of credits.
       Management believes that the other party's claims are without merit, and
       intends to vigorously pursue its rights under the agreement. However, in
       view of the above, management wrote down the receivable to its estimated
       net realizable value of $1,496,000 by a charge of $500,000 to general and
       administrative expenses in 2001's fourth quarter.

3.     CONTINGENCIES

       Merger Related Items

       In connection with the Company's merger with Playorena, Inc., a public
       "shell" 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
              Liabilities of discontinued operations                  66,226
              Accrued expenses                                       189,692
                                                               -------------

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

       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 1999) which are "reflected on the Playorena
       financial statements as of May 31, 1999 or incurred subsequently prior to
       the date of closing."


                                      -4-
<PAGE>


                          REZCONNECT TECHNOLOGIES, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                     SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (UNAUDITED)


3.     CONTINGENCIES (CONTINUED)

       Merger Related Items (continued)

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

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

4.     CAPITALIZED SOFTWARE

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

5.     INCOME TAXES

       There was no current or deferred tax provision for the six months ended
       June 30, 2002. Since the Company has experienced operating losses since
       its conversion to "C" corporation status for federal income tax purposes,
       it did not provide any current or deferred federal or state income taxes
       with respect to its operating loss for the six months ended June 30,
       2001. Deferred tax assets and the related valuation allowance were
       increased by approximately $7,300 during the three months ended 2001. The
       Company has net operating loss carryforwards of approximately $2,800,000
       at December 31, 2001.

6.     SEGMENT INFORMATION

       Summarized financial information concerning the Company's reportable
       segments is shown in the following table.

<TABLE>
<CAPTION>

                                                       Travel &
                                                       Related           Internet
                  Six Months Ended                   Management         Technology
                    June 30, 2002                     Services           Programs             Other             Total
       -------------------------------------     -----------------   -----------------  ----------------  ---------------
<S>                                                <C>                 <C>              <C>               <C>
       Revenues                                    $     1,314,394     $            -   $             -   $     1,314,394
       Segment profit (loss)                       $       (60,649)    $       (55,662) $             -   $      (116,311)
       Total assets                                $     3,817,774     $     1,109,152  $             -   $            -
       Capital expenditures                        $            -      $        45,548  $             -   $        45,548
       Depreciation and amortization               $       117,050     $            -   $             -   $       117,050
       Interest income                             $            -      $            -   $             -   $            -

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

       Revenues                                    $     2,357,055     $            -   $             -   $     2,357,055
       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>


                                      -5-
<PAGE>


                          REZCONNECT TECHNOLOGIES, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                SIX AND THREE MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (UNAUDITED)



7.     RECENT ACCOUNTING PRONOUNCEMENTS

       In August 2001, the Financial Accounting Standards Board ("FASB") issued
       SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
       Assets". SFAS 144 addresses financial accounting and reporting for the
       impairment or disposal of long-lived assets. SFAS 144 is effective for
       fiscal years beginning after December 15, 2001, and interim periods
       within those fiscal years, with early application encouraged. The Company
       adopted the provisions of SFAS No. 144 on January 1, 2002. The adoption
       of the statement did not have a material impact on the Company's
       financial position or results of operations.

       In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
       Retirement Obligations". SFAS 143 requires that the fair value of a
       liability for an asset retirement obligation be recognized in the period
       in which it is incurred if a reasonable estimate of fair value can be
       made. The provisions of SFAS 143 are effective for financial statements
       issued for fiscal years beginning after June 15, 2002. Management does
       not anticipate that adoption of SFAS 143 will have a material impact on
       our financial position or results of operations as we currently do not
       have any asset retirement obligations.

       In July 2001, the FASB issued SFAS No. 141, "Business Combinations", and
       SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS 141 requires
       that the purchase method of accounting be used for all business
       combinations subsequent to June 30, 2001 and specifies criteria for
       recognizing intangible assets acquired in a business combination. Under
       SFAS 142, we will be required to reassess the goodwill and other
       intangible assets previously recorded in connection with prior
       acquisitions, as well as their useful lives. SFAS 142 requires that
       goodwill and intangible assets with indefinite useful lives no longer be
       amortized, but instead be tested for impairment at least annually.
       Whenever there is an impairment indicator, all acquired goodwill must be
       assigned to reporting units for purposes of impairment testing and
       segment reporting. Effective January 1, 2002, the Company adopted the
       provisions of SFAS No. 142 and, accordingly, goodwill is no longer
       subject to amortization. Intangible assets with definite useful lives
       will continue to be amortized over their respective estimated useful
       lives. The Company adopted SFAS 141 effective July 1, 2001.

8.     STOCKHOLDERS' EQUITY

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

       Also in April 2002, the Company issued 132,430 shares of common stock to
       employees in connection with their employment for the three months ended
       March 31, 2002. The compensation related to the shares was accrued at
       March 31, 2002.

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




                                       -6-


<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 "Etravnet.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.

         Almost all of our revenue to date has come from the franchise system
and travel services. We expect that REZconnect (R) Technologies will play an
important part in our 2002 revenues as we release the various applications
within the travel and entertainment industries. During the last 2 years, a
significant portion of our expenses were related to our technology, which has
now been completed. Accordingly, we believe we will begin to see results as we
enter the 4th quarter of 2002.

OVERVIEW

         Our revenues to date 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 based on the expected date of travel. Overrides are
recognized on an accrual basis once the amount has been confirmed with the
travel supplier. Franchise fees are recognized when all material services and
conditions required of the Company have been performed and collectibility of the
franchise fee is relatively assured. We generally defer recognition of franchise
fees until such amounts have been collected from the franchisee. Franchise
service fees are recognized on the accrual basis as earned.

         With respect to travel services, revenues are generated by transactions
with customers who make offers to purchase tickets supplied by participating
vendors. 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 us 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 our business, operating results and financial
condition.


                                       -7-


<PAGE>


                                     Three Month's Ended     Six Month's Ended
                                            June 30,                June 30,
                                          2002      2001         2002      2001
                                   ----------------------  ---------------------
Revenues
   Franchise fees                         2.8%      2.7%         0.1%      3.5%
   Franchise service fees and other      28.4%     23.5%        28.0%     20.7%
   Travel products and services          57.4%     73.8%        69.8%     75.8%
   Advertising and other                 11.4%       --          2.1%       --
                                   ----------------------  ---------------------
TOTAL REVENUES                            100%      100%         100%      100%
                                   ----------------------  ---------------------
Operating Expenses
   Cost of travel products and
sales                                    49.9%     63.0%        73.8%     62.4%
   Marketing and selling                  8.3%      3.9%         2.9%      9.0%
   General and administrative            31.7%     31.4%        50.6%     28.9%
                                   ----------------------  ---------------------
TOTAL OPERATING EXPENSES                 89.8%     98.3%       127.3%    100.3%
                                   ----------------------  ---------------------
   Income (loss) before other
   income and income taxes               10.2%      1.7%       (27.3%)    (0.3%)
   Other income - primarily
interest                                   --       0.8%         --        0.9%
                                   ----------------------  ---------------------
   Income (loss) before income           10.2%      2.5%       (27.3%)     0.6%
taxes
   Income taxes                            --        --          --         --
                                   ----------------------  ---------------------
Net income (loss)                        10.2%      2.5%       (27.3%)     0.6%
                                   ======================  =====================

Three Months Ended June 30, 2002 as compared to the Three Months Ended June 30,
2001

REVENUES

         Franchise Fees. Franchise fees declined in the 2002 three-month period,
as compared to the 2001 three month period by approximately $36,000 as a result
of declining market conditions.

         Franchise service fees and other service fees declined in the 2002
three-month period, by approximately $42,000 as compared to the 2001 three-month
period. This was attributable to less franchisees in the system partially offset
by higher average franchise fees.

         Travel Products and Services. Travel products and services decreased by
approximately $626,000 from the 2001 three-month period to the 2002 three-month
period, a decline of approximately 57%. The decrease is attributable to a
decrease in the number of franchisees utilizing the Company as their credit card
merchant of record, less travel in general in 2002 and a substantial decrease in
override commissions.

OPERATING EXPENSES

         Cost of travel products and services. Cost of travel products and
services decreased by approximately $362,000 or approximately 42% in the 2002
three-month period as compared to the 2001 three-month period. These costs
decreased as a result of lower travel related revenues. Cost of travel products
and services as a percentage of travel products and services sales was 106% for
the 2002 three month period and 78% for the 2001 three month period.

         Marketing and Selling. Marketing and selling expenses decreased by
approximately $34,000 from the 2001 three month period to the 2002 three month
period. The decrease represents a change of approximately 64%. The significant
changes were decreases in payroll costs and commissions.


                                      -8-
<PAGE>


General and Administrative.

         General and administrative expenses decreased by approximately $177,000
from the 2001 three month period to the 2002 three-month period, a decline of
43%. As a percentage of total revenues, general and administrative expenses were
34.3% in the 2002 three month period as compared to 30%, in the comparable 2001
three-month period. The decrease in general and administrative expense in 2002
is attributable to decreases in consulting expenses related to the Company's
Internet activities, as well as decreases in legal expenses, office expenses
and, most significantly, payroll.

         Depreciation and amortization expense increased by approximately
$90,000 as we began amortizing deferred software costs.

Depreciation and amortization expense increased


Six Months Ended June 30, 2002 compared to the Six Months Ended June 30, 2001

Revenues

Franchise fees declined by approximately $64,000 in the 2002 six-month period as
compared to the 2001 six-month period. We believe that the decline in market
conditions is a continuation of the trend in franchising overall, and has been
exasperated by current economic conditions.

Franchise service fees and other declined by approximately $118,000 or 24% in
the 2002 six-month period as compared to the 2001 six-month period. The decline
is attributable to a decline in the number of franchisees in the franchise
system, and declining travel worldwide.

Travel products and services declined by approximately $948,000 in the 2002
six-month period as compared to the 2001 six-month period. Sales of travel
related products and services are correlated to the number of franchisees in our
system and the general demand for such products and services. Declines in both
the demand for travel services and products, as well as the number of
franchisees in the system, adversely affected revenues in 2002.

Expenses

The cost of travel related products and services declined in the 2002 six-month
period as compared to the 2001 six-month period as a result of lower related
revenues. Such costs amounted to approximately 82% of related revenues in the
2001 six-month period as compared to 97% of related revenues in the 2002
six-month period.

Marketing and selling expenses declined by approximately $140,000 in the 2002
period as compared to the 2001 period. Commissions declined by approximately
$90,000 and other expenses declined by approximately $50,000 in connection with
the aforementioned decline in revenues.

General and administrative expenses declined by approximately $214,000 in the
2002 six-month period as compared to the 2001 six-month period. The decline
reflects reduction in payroll and related expenses and other discretionary
expenses

         Depreciation and amortization expense increased by approximately
$77,000 as we began amortizing deferred software costs.



                                      -9-
<PAGE>

Variability of Results

         The Company's travel products and services gross bookings have
decreased from 2001 to 2002 due to a decrease in the number of franchisees and
decreases in products and services sold. Revenues from travel products and
services decreased in conjunction with the decrease in gross bookings. Cost of
travel revenues have similarly decreased from 2001 to 2002.

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

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

        In addition, the Company expects that it will experience seasonality in
its business, reflecting seasonal fluctuations in the travel industry, Internet
and commercial online service usage and advertising expenditures. The Company
anticipates that travel bookings will typically increase during the first and
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.


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        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 six months ending June 30, 2002, operating activities
generated cash flow of approximately $55,000. In the comparable 2001 period, we
used cash of approximately $14,000 in operating activities. The improvement in
2002 is attributed to increases in accounts payable and deferred revenue.

         In January, 2002, as a result of our eligibility for such funding
arising out of the events of September 11, 2001, we borrowed $324,500 from the
U.S. Small Business Administration ("SBA"). The loan is repayable monthly,
commencing January 2003, at the rate of $2,607 per month, which includes
interest at 4% per annum. Our CEO has guaranteed the loan. We used a substantial
portion of the proceeds ($317,000) to add to our marketable securities and
working capital.

         In 2001, we sold short-term investments of $200,000.

         We believe that our cash and short term investments as of June 30, 2002
and our anticipated cash flow from operations will be sufficient to meet our
obligations on a timely basis for the next 12 months.



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                                    SIGNATURE

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


                                                REZCONNECT TECHNOLOGIES, INC.

                                                /s/ Michael Y. Brent
                                                ----------------------------
                                                Michael Y. Brent, President
                                                Dated: August 12, 2002


         This Form 10-QSB contains summary financial information extracted from
the financial statements for the quarterly period ending June 30, 2002 and is
qualified in its entirety by reference to such financial statements.







                                      -12-