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


                                    FORM 10-Q


 [X]      Quarterly  Report  Pursuant  to Section 13 or 15(d) of the  Securities
          Exchange Act of 1934 for the quarterly period ended September 30, 2000

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

                         Commission File Number: 0-18412

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

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

                                   11-2602120
                      (IRS Employer Identification Number)

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

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


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


                  Number of Shares Outstanding of Common Stock,
                  $.001 Par Value, September 30, 2000 5,525,042


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>

















                        ETRAVNET.COM, INC. AND SUBSIDIARY

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)



<PAGE>












                        ETRAVNET.COM, INC AND SUBSIDIARY
                                      INDEX
                               September 30, 2000


PART I: FINANCIAL INFORMATION (unaudited)

        Condensed Consolidated Balance Sheets,
        September 30, 2000 and December 31, 1999                               1

        Condensed Consolidated Statements of Operations
        for the nine and three months ended September 30, 2000                 2

        Condensed Consolidated Statements of Cash Flows
        For the Nine Months Ended September 30, 2000 and 1999                  3

        Notes to Condensed Consolidated Financial Statements                   4

        Management's Discussion and Analysis of Financial
        Condition and Results of the Operations                                6

PART II: OTHER INFORMATION

SIGNATURE PAGE

INDEX TO EXHIBITS


<PAGE>


<TABLE>

                        ETRAVNET.COM, INC. AND SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEET

                                     ASSETS
<S>                                                                 <C>                <C>
                                                                    September 30,      December 31,
                                                                         2000              1999
                                                                   ---------------    --------------
                                                                     (Unaudited)
CURRENT ASSETS
    Cash and cash equivalents                                        $     72,523      $     19,813
    Short-term investments                                              1,193,475         1,009,956
    Accounts receivable, less allowance for doubtful
        accounts of $75,025                                               390,934           418,461
    Prepaid expenses and other current assets                             221,857           171,497
                                                                       ----------        ----------

           Total Current Assets                                         1,878,789         1,619,727
                                                                       ----------        ----------

PROPERTY AND EQUIPMENT, at cost, less accumulated
    depreciation                                                           50,585            73,085
                                                                       ----------        ----------

OTHER ASSETS
    Goodwill, less accumulated amortization                               199,400           227,848
    Prepaid advertising                                                 1,996,000              -
    Notes receivable, less current portion                                857,186           703,397
    Software license and development costs                              1,177,301           888,800
    Security deposits and other                                            68,538            90,439
                                                                       ----------        ----------

           Total Other Assets                                           4,298,425         1,910,484
                                                                       ----------        ----------

           TOTAL ASSETS                                              $  6,227,799      $  3,603,296
                                                                       ==========        ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable and accrued expenses                            $    382,102      $    270,986
    Deferred revenue                                                      100,000            74,640
                                                                       ----------        ----------

           Total Current Liabilities                                      482,102           345,626
                                                                       ----------        ----------

OTHER LIABILITIES
    Deferred revenue                                                      857,186           703,397
    Security deposits                                                     139,358           139,358
                                                                       ----------        ----------

           Total Other Liabilities                                        996,544           842,755
                                                                       ----------        ----------

           Total Liabilities                                            1,478,646         1,188,381
                                                                       ----------        ----------

SHAREHOLDERS' AND MEMBERS' EQUITY
    Series A convertible preferred stock, par value
        $.001 per share; authorized 5,000,000 shares,
        143,497 shares issued and outstanding                                 143              -
    Common stock, par value $.001 per share; authorized
        20,000,000 shares 5,525,042 and 5,317,753 shares
        issued and outstanding at September 30,  2000 and
        December 31, 1999, respectively                                     5,525             5,318
    Additional paid-in capital                                          5,916,287         2,897,459
    Accumulated deficit                                                (1,172,802)         (454,602)
    Accumulated other comprehensive income (loss)                            -              (33,260)
                                                                       ----------        ----------

           Total Shareholders' Equity                                   4,749,153         2,414,915
                                                                       ----------        ----------

           TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                $  6,227,799      $  3,603,296
                                                                       ==========        ==========

                    See accompanying notes to condensed  consolidated  financial statements.

                                                     -1-
</TABLE>


<PAGE>


<TABLE>

                                              ETRAVNET.COM, INC.
                                          (FORMERLY PLAYORENA, INC.)

                                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                        NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                                 (UNAUDITED)

<S>                                       <C>                           <C>
                                              Three Months Ended              Nine Months Ended
                                                 September 30,                  September 30,
                                              2000           1999            2000          1999
                                          ------------  -------------   -------------  ------------
Revenues
    Franchise fees                        $     50,198          4,462   $     170,414       473,113
    Franchisee service fees and other          309,800        371,828         906,602     1,143,537
    Travel agency revenues                     714,994        818,444       2,733,337     2,917,974
    Advertising fees                            10,960         75,400          68,431       197,122
                                            ----------    -----------     -----------    ----------

        Total Revenues                       1,085,952      1,270,134       3,878,784     4,731,746
                                            ----------    -----------     -----------    ----------

Operating Expenses
    Cost of travel agency revenues             662,884        835,540       2,455,335     2,885,763
    Marketing and selling                      211,647        277,303         718,208       929,207
    General and administrative                 462,272        537,521       1,431,640       958,343
                                            ----------    -----------     -----------    ----------


        Total operating expenses             1,336,803      1,650,364       4,605,183     4,773,313
                                            ----------    -----------     -----------    ----------

        Loss from operations                  (250,851)      (380,230)       (726,399)      (41,567)

Other income, net                               31,087         24,562           8,199        58,151
                                            ----------    -----------     -----------    ----------

        Income (loss) before income
           taxes                              (219,764)      (355,668)       (718,200)       16,584

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

        Net income (loss)                 $   (219,764)   $  (355,668)  $    (718,200) $     16,584
                                          ============     ==========    ============    ==========

Pro forma Information

    Historical income (loss) before
        income taxes                      $   (219,764) $    (355,668)  $    (718,200) $     16,584

    Provision for Income Taxes
        Adjustment to recognize income
           taxes as if company had
           been a "C" corporation                   -              -               -          6,600
                                            ----------    -----------     -----------    ----------

        Pro forma net income (loss)       $   (219,764) $    (355,668)  $    (718,200) $      9,984
                                            ==========    ===========     ===========    ==========

    Earnings (loss) Per Share:

        Weighted average common
           shares outstanding                5,525,042      5,225,781       5,421,398     5,078,789
                                            ==========    ===========     ===========    ==========

    Basic loss per share                  $      (.03)  $       (.07)   $       (.13)  $         -
                                           ==========     ==========      ==========     ==========

    Weighted average common shares
        outstanding assuming exercise
        of warrants                          5,525,042      5,225,781       5,421,398     5,196,382
                                            ==========    ===========     ===========    ==========

    Diluted loss per share                       (.03)    $     (.07)           (.13)  $         -
                                            =========      =========      ==========     ==========

                    See accompanying notes to condensed  consolidated  financial statements.

                                                    -2-
</TABLE>


<PAGE>


<TABLE>
                                              ETRAVNET.COM, INC.
                                          (FORMERLY PLAYORENA, INC.)

                                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                                (UNAUDITED)
<S>                                                                    <C>             <C>
                                                                           2000            1999
                                                                       ------------    ------------

CASH FLOWS FROM OPERATING ACTIVITIES
    Net income (loss)                                                  $   (718,200)   $     16,584
                                                                        -----------      ----------
    Adjustments to reconcile net income to net
        cash provided by operating activities:
           Equity in loss of affiliate                                           -              155
           Merger expenses paid in shares of common stock                        -          241,000
           Advertising expense paid in common stock                          25,000              -
           Depreciation and amortization                                     50,948           9,411
           Loss on sale of marketable securities                             34,716              -
           Amortization of stock based compensation                         102,000              -

           Changes in assets and liabilities:
               Accounts receivable                                           27,527           7,965
               Notes receivable                                            (179,149)        (35,724)
               Prepaid expenses and other
                  current assets                                            (25,000)        (78,505)
               Security deposits                                             21,901            (457)
               Accounts payable and accrued expenses                         96,462          15,216
               Deferred revenue                                             193,803          30,914
               Other liabilities                                                 -           18,774
                                                                        -----------      ----------

               Total adjustments                                            348,208         208,749
                                                                        -----------      ----------

               Net cash provided (used) by operating activities            (369,992)        225,333
                                                                        -----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Payment for software license and development costs                     (288,501)             -
    Purchase of furniture and fixtures                                           -           (3,681)
    Acquisition of short-term investments                                  (184,975)       (302,121)
                                                                        -----------      ----------

               Net cash used by investing activities                       (473,476)       (305,802)
                                                                        -----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Distributions to shareholder                                                 -         (194,836)
    Net proceeds from private placements                                         -          210,000
    Net proceeds from the issuance of preferred stock                       896,178              -
                                                                        -----------      ----------

               Net cash provided by financing activities                    896,178          15,164
                                                                        -----------      ----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                         52,710         (65,305)

CASH AND CASH EQUIVALENTS - beginning                                        19,813         109,557
                                                                        -----------      ----------

CASH AND CASH EQUIVALENTS - end                                        $     72,523    $     44,252
                                                                        ===========      ==========


Non cash investing and financing activity
    Prepayment of advertising costs for common stock                   $  2,021,000    $         -
                                                                        ===========     ===========


                    See accompanying notes to condensed  consolidated  financial statements.

                                                    -3-
</TABLE>


<PAGE>



                        ETRAVNET.COM, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

             NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)

1.   BASIS OF PRESENTATION

     In  the  opinion  of  management,   the  accompanying  unaudited  condensed
     financial  statements  contain all  adjustments  (consisting of only normal
     recurring  adjustments) necessary to present fairly the Company's financial
     position as of  September  30, 2000 and the results of its  operations  and
     cash flows for each of the nine and three month periods ended September 30,
     2000 and 1999.  These statements are condensed and therefore do not include
     all of  the  information  and  footnotes  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, 1999 and for the year then ended  previously  filed with the Securities
     and Exchange  Commission.  The results of operations for the nine and three
     months ended September 30, 2000 and 1999 are not necessarily  indicative of
     the results to be expected for the full year.

2.   PREPAID ADVERTISING

     In  February  2000,  the  Company  purchased  approximately  $2,021,000  of
     advertising  time in various  markets  located  through  the United  States
     through the  issuance of 207,289  shares of its common  stock.  These media
     placement   costs  for  each   specific   market  are  expensed   when  the
     advertisement  first appears in the related  market.  Management  estimates
     that it will utilize 50% of the advertising budget in the year 2001 and the
     balance in the year 2002.  Through September 30, 2000, the Company utilized
     and expensed $25,000 of such costs.

3.   CONTINGENCIES

     Legal Proceeds

     In a lawsuit filed in Indiana, on June 21, 1999, JCB Enterprises ("JCB"), a
     franchisee  of the Company,  is seeking  money damages in excess of $80,000
     for alleged  violations of the Indiana  Franchise Act and Indiana Deceptive
     Franchise Practices Act, for common law fraud,  rescission of the Franchise
     Agreement between the Company and JCB, as well as a declaratory judgment on
     whether a  partnership  existed  between JCB and the Company.  JCB recently
     filed  personal and corporate  bankruptcy and JCB's interest in the lawsuit
     has been transferred to JCB's bankruptcy trustee who has given a indication
     of interest in settling the lawsuit out-of-court. The Company made an offer
     to settle  this  lawsuit  for  $15,000.  This offer was  rejected  by JCB's
     bankruptcy trustee.  Nevertheless, the Company intends to vigorously defend
     the matter. In addition, the Company is involved in other legal proceedings
     incurred in the normal  course of business.  At September  30, 2000, in the
     opinion of management,  there are no proceedings that would have a material
     effect on the financial position of the Company if adversely decided.

     Merger Related Items

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

           Notes payable                                           $      35,000
           Due to shareholder                                             41,300
           Liabilities of discontinued operations                         66,226
           Accrued expenses                                              189,692
                                                                     -----------

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

                                      -4-

<PAGE>


                        ETRAVNET.COM, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

             NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)





3.   CONTINGENCIES (CONTINUED)

     Merger Related Items (Continued)

     In connection with the merger,  certain  Playorena  shareholders  agreed to
     indemnify the Company with respect to "losses"  incurred with regard to any
     of these "payables" (as the term is used in the  Indemnification  Agreement
     dated  September  1999) which are  "reflected  on the  Playorena  financial
     statements as of May 31, 1999 or incurred subsequently prior to the date of
     closing."

     The indemnification  relates to any claims or other legal actions commenced
     to collect any amounts  included in the balances  set forth  above,  to the
     extent that claim is made by the potential creditor within three years from
     the date of the  Agreement.  To date,  no claims have been  received by the
     Company.

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

     Letter of Credit

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

4.   INCOME TAXES

     As a result of the  Company's  operating  loss during the nine months ended
     September  30, 2000,  no current  income taxes are  provided.  Deferred tax
     assets  and  the  related  valuation   allowance  were  both  increased  by
     approximately $251,000 during the nine months ended September 30, 2000. The
     Company has net operating loss  carryforwards of approximately  $397,000 at
     December 31, 1999.

5.   STOCK ISSURANCE

     During the third quarter, the Company issued 143,497 shares of their series
     A convertible  preferred stock at $7.00 per share.  These shares with a par
     value of $.001 can be converted  into two shares of common stock,  once the
     price of the common  shares  equals or exceeds 200% of the then  applicable
     conversion  price,  (currently  $3.50) for twenty  consecutive days and the
     stock is listed on the NASDAQ for 90 days.  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 to three years. The
     total proceeds for this issuance, net of applicable costs, was $896,178.


                                      -5-








<PAGE>


                        ETRAVNET.COM, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

             NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)


6.   SEGMENT INFORMATION

     Summarized  financial  information   concerning  the  Company's  reportable
     segments is shown in the following  table.  The "other" column includes the
     merger  related  charge for  issuance of common  stock and other  corporate
     items not specifically allocated to the segments.

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

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


     During the nine months ended  September 30, 1999,  the Company  operated in
     the travel and related management services segment only.

7.   SUBSEQUENT EVENT

     On October 9, 2000,  the Company  signed a letter of intent to sell 857,000
     shares of common stock to a global distribution system (airline reservation
     system) for $3.50 per share. The common stock to be sold will be restricted
     and may not be sold for a period of one year  from the date of  issue,  and
     will be subject to certain limitations on sale for two years after the date
     of issue.

     In  exchange  for the sale of the  shares,  the  Company  agreed to license
     certain of its developed software technology to the purchaser, and to waive
     the license  fee. The Company also agreed to offer one seat on its Board of
     Directors to the purchaser.

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

     Etravnet.com,  Inc. (the "Company") is a leading  franchisor of traditional
"brick and  mortar"  travel  agencies as well as  Internet-based  travel-related
services.  We are also a full-service  provider of discount  travel products and
services to the leisure and small business  traveler.  We operate business under
our trade names "Travel  Network,"  "Global  Travel  Network" and Travel Network
Vacation Central" as well as web sites  Etravnet.com,"  "HaggleWithUs.com,"  and
"Rezconnect.com."  We offer our customers a reliable  source of travel  products
and services  through our agreements with selected travel  providers,  including
major  airlines,  cruise  lines,  hotels  and car  rental  agencies,  as well as
wholesale travel providers.  In addition,  we offer our customers the ability to
make reservations on over 424 airlines, at more than 35,000 hotels and with most
major car rental companies, cruise lines and tour package operators.

OVERVIEW

     Our revenues are  predominately  comprised of franchise  fees and franchise
service  fees,  commissions  paid by travel  providers  and the retail  value of
travel  agency  related  sales.  In  addition,   certain  travel  suppliers  pay

                                      -6-
<PAGE>

performance-based  compensation known as "override  commissions" or "overrides."
Commission revenues and gross retail sales net of allowances, for cancellations,
are  recognized  generally  when the  related  service  is booked  and paid for.
Overrides are  recognized on an accrual basis once the amount has been confirmed
with the  travel  supplier.  Franchise  fees are  recognized  when all  material
services  and  conditions  required  of the  Company  have  been  performed  and
collectibility  of the franchise fee is relatively  assured.  We generally defer
recognition  of franchise  fees until such amounts have been  collected from the
franchisee.  Franchise  service  fees are  recognized  in the  accrual  basis as
earned.

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

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

Results of Operations

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

                                  Three Months Ended     Nine Months Ended
                                      September 30,        September 30,
                                    2000       1999      2000       1999
                                    ----       ----      ----       ----
REVENUES
Franchise fees                        4.6%       0.4%       4.4%    10.0%
Franchise service
Fees and other                       28.5       29.3       23.4     24.2
Travel products and services         65.9       64.4       70.4     61.7
Advertising and other                 1.0        5.9        1.8      4.1
                                    ------     ------     ------   ------

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

OPERATING EXPENSES
Cost of travel products and          61.0       65.8       63.3     61.0
sales
Marketing and selling                19.5       21.8       18.5     19.6
General and administrative           42.6       42.3       36.9     20.3
                                    ------     ------     ------   ------

TOTAL OPERATING EXPENSES            123.1      129.9      118.7    100.9
                                    ------     ------     ------   ------

Income (loss) before other
Income and income taxes             (23.1)     (29.9)    (18.7)     (0.9)
Other                                 2.9        1.9        0.2      1.2
                                    ------     ------     ------   ------

Income (loss) before income taxes   (20.2)     (28.0)     (18.5)      .3
Net income (loss)                   (20.2)%     28.0%     (18.5)%     .3%
                                   =========   ======    =======     =====

Comparison  of three and nine months ended  September 30, 2000 ("2000") and 1999
("1999")

                                      -7-

<PAGE>
REVENUES

Franchise Fees

     Franchise  fees declined in each 2000 period as compared to as related 1999
periods as a direct result of management's  decision in 1999 to focus all of our
resources and funding on  development  and growth of our Internet  presence.  In
fiscal year 1999,  we reduced  our  advertising  and  promotion  of  franchising
activities  in the domestic and  international  market  because of time and cost
considerations  and devoted full attention to the development of  Internet-based
travel  services.  Our Internet  business has  completed its beta testing and is
expected to begin operations in 2000.  Management believes that it will have the
time  and  effort  to  resume  an  aggressive  promotion  for our  domestic  and
international  franchising  since  we will no  longer  be  preoccupied  with the
development of the web based business.

Franchise Service Fees and Other

     Franchise  service fees decreased by approximately  $237,000 and $62,000 in
the nine and three months ended September 30, 2000, respectively, as compared to
the nine and three months ended  September 30, 1999. The decrease is principally
attributable to a number of franchisees going out of business.

Travel Products and Services

     Travel  products  and  services  decreased  by  approximately  $185,000 and
$103,000 in the nine and three months ended  September 30, 2000  respectively as
compared to the nine and three months ended  September  30, 1999.  The decreases
are  attributable  to the  effect of  various  incentives  which we  offered  to
franchisees  in 1999 to  interest  franchisees  customers  in  travel  packages,
partially  offset by  increased  customer  traffic  as a result of our  Internet
("online") presence.

OPERATING EXPENSES

Cost of travel products and services

     The  cost of  travel  products  and  services  decreased  by  approximately
$430,000 and $173,000  during the nine and three months ended September 30, 2000
respectively, as compared to the nine and three months ended September 30, 1999.
These  costs  decreased  as a result  of  lower  commissions  and  fees  paid to
franchisees  in  connection  with  the  earlier  noted  incentives   offered  to
customers.  The cost of travel products and services --as a percentage of travel
products and services sales -- were  approximately  89% and 93% for the nine and
three months ended September 30, 2000 and 102% and 99% for the 1999 periods.

Marketing and Selling

     Marketing  and selling  expenses  decreased by  approximately  $211,000 and
$66,000 for the nine and three months ended September 30, 2000 respectively,  as
compared to the related  1999  period.  Decreases  in payroll  costs in the 2000
periods were  partially  offset by increases in  incentives  and online  related
commissions.

General and Administrative

     General and administrative expenses increased by approximately $473,000 and
decreased  by  approximately  $75,000  during  the nine and three  months  ended
September 30, 2000, respectively,  as compared to the related 1999 periods. As a
percentage  of net  revenues,  these  costs were 37% and 43% during the nine and
three months ended September 30, 2000  respectively,  as compared to 20% and 42%
in the related 1999 periods.  The changes in general and administrative  expense

                                      -8-
<PAGE>

in the 2000 periods is attributable to increases in consulting  expenses related
to our expanding Internet activities, professional and other fees related to our
status as a public company and stock-based  compensation related to the granting
of stock  options to  employees  and  consultants,  as offset by a reduction  in
expenses based on the decreased roster of franchised agencies.

Variability of Results

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

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

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

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

                                      -9-
<PAGE>

expectations of security analysts or investors.  In such event, the price of our
Common Stock would likely be materially and adversely affected.

LIQUIDITY AND CAPITAL RESOURCES

     Although we were  successful in becoming a public entity in September 1999,
in  September  2000  approximately  $896,000 net was raised in a sale of 143,497
shares of our Series A convertible preferred stock.  Previously,  in March 1999,
our wholly owned subsidiary, Global Travel Network, L.L.C., raised $210,000 (net
of $40,000 in syndication costs) in a private sale of membership interests. Cash
used in operations was approximately $126,000 in the nine months ended September
30, 2000.  Cash provided by operations was $236,0000 in the related 1999 period.
Cash used in operating activities in 2000 was primarily  attributable to our net
loss, partially offset by increases in accounts payable.

     On October 9, 2000, we signed a letter of intent to sell 857,000  shares of
common stock to a travel  distribution  company for $3.50 per share.  The common
stock to be sold will be restricted and may not be sold for a period of one year
from the date of issue and will be subject to  limitations on sale for two years
after the date of issue.

     In exchange for the sale of the shares, we agreed to license certain of our
developed software  technology to the purchaser and to waive the license fee. We
also agreed to offer one seat on our Board of Directors to the purchaser.

     Cash used by investing  activities  in 2000 was  approximately  $473,000 as
compared  to a use of  approximately  $306,000 in 1999.  Cash used in  investing
activities in 1999 was primarily for payments for short-term  investments.  Cash
used in  investing  activities  in 2000  consisted  of payments  for  short-term
investments as well as payments for software license and development costs.

     Cash provided by financing  activities was  approximately  $896,000 in 2000
and $15,000 in 1999. Cash provided by financing  activities in 2000 consisted of
proceeds from the sale of 143,497  shares of our series A convertible  preferred
stock  and in 1999  from the sale of  equity  interests  of  $210,000  offset by
approximately $195,000 of distributions to shareholders prior to our merger with
Playorena,  Inc. As of September 30, 2000, we had approximately  $72,000 in cash
and   approximately   $1,194,000  in  short-term   investments.   Our  principal
commitments  consist of amounts due pursuant to our master lease with  Wal-Mart.
These amounts,  however,  are substantially  recovered by our subleases with our
Wal-Mart  Supercenters  franchisees.  In  addition,  we are  obligated  to  make
additional  payments to the developer of our "Haggle" software in 2000, which we
believe could potentially aggregate $120,000.

     We believe  that  results  of  operations,  current  cash,  and  short-term
investments  will be sufficient to meet our  anticipated  cash needs for working
capital and capital expenditures through the end of 2000.

POSSIBLE SALE OF FRANCHISE SYSTEM

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

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

     The registrant's  Franchise  Division consists of three (3) brands:  Travel
Network  (the  U.S.  division);  Vacation  Central  (locations  within  Mid-West

                                      -10-
<PAGE>

Super-centers);  and Global  Travel  Network  (locations  outside  the U.S.) The
registrant   separately  maintains  an  Online  Division  relating  to  business
opportunities  growing  out of  our  patent  pending  web  technology  utilizing
net-to-phone  (telephony)  reservation and servicing  capabilities.  In December
1999, the registrant was approached by an unrelated third party who expressed an
interest in the possible  acquisition of the Franchise  Division for cash and an
incremental "earn out" pursuant to a proposed consulting agreement over the next
three (3) years with the registrant.  No letter of intent has been executed with
respect to the proposed acquisition, but as of the date of this filing, an Asset
Purchase  Agreement  has been  drafted  and  negotiations  continue.  Since such
possible  sale could be material in  character,  a Form 8-K has been filed in an
abundance  of caution at this time and because  the  registrant  separately  has
disclosed the possible sale to proposed future  investors in the registrant.  If
the asset purchase is effected, thereafter the "bricks and mortar" travel agency
activities of the  registrant's  Franchise  Division would be carried out by the
prospective  acquiror.  The Online  Division's  travel agency  activities  would
thereafter  become the  Company's  principal  emphasis.  If, in fact,  the asset
purchase occurs, there will be no continuing responsibilities thereafter between
the  Company and the  prospective  acquiror  except for a three year  consulting
period and the  supplemental  "earn-out"  payment  contemplated  in the proposed
consulting agreement,  but there can be no assurance that this will be the final
structure of any proposed sale.

YEAR 2000 CONSIDERATIONS

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

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

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

FORWARD-LOOKING STATEMENTS

     All statements  other than  statements of historical  fact included in this
quarterly  report,   including  without  limitation   statements  regarding  our
financial  position,  business  strategy,  Year 2000 readiness and the plans and
objectives  of  the  management  for  future  operations,   are  forward-looking
statements.  When used in this  quarterly  report,  words such as  "anticipate",
"believe",  "estimate",  "expect",  "intend"  and similar  expressions,  as they
relate  to us or  our  management,  identify  forward-looking  statements.  Such
forward-looking  statements are based on the beliefs of our management,  as well
as assumptions  made by and information  currently  available to our management.
Actual  results  could  differ   materially  from  those   contemplated  by  the
forward-looking  statements  as a result of certain  factors,  including but not
limited to, business and economic  conditions,  competitive  factors and pricing
pressures,  capacity and supply  constraints and the impact of any disruption or
failure in our normal business activities as well as our customers and suppliers
as a consequence  of Year 2000 related  problems.  Such  statements  reflect our
views with  respect to future  events and are subject to these and other  risks,
uncertainties and assumptions relating to the operations, results of operations,
growth strategy and liquidity. Readers are cautioned not to place undue reliance
on these  forward-looking  statements.  We do not  undertake  any  obligation to
release  publicly any revisions to these  forward-looking  statements to reflect
future events or  circumstances  or to reflect the  occurrence of  unanticipated
events.

                                      -11-

<PAGE>



                           PART II - OTHER INFORMATION

Item 1.        Legal Proceedings

               None

Item 2.        Changes in Securities

               None

Item 3.        Defaults upon Senior Securities

               None

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

               None

Item 5.        Other Information

               See Management's  Discussion and Analysis or Plan of Operation --
               Possible Sale of Franchise system

Item 6.     Report on Form 8-K

               None

                                      -12-



<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.


                                                   ETRAVNET.COM, INC.

                                                   /s/ Michael Y. Brent
                                                   -----------------------------
                                                   Michael Y. Brent, President
                                                   Dated: November 8, 2000


This Form 10-QSB  contains  summary  financial  information  extracted  from the
financial  statements for the quarterly  period ending September 30, 2000 and is
qualified in its entirety by reference to such financial statements.