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 June 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, June 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

                             JUNE 30, 2000 AND 1999
                                   (UNAUDITED)





<PAGE>
<TABLE>


                                                        ETRAVNET.COM, INC. AND SUBSIDIARY

                                                      CONDENSED CONSOLIDATED BALANCE SHEET

                                                                       ASSETS

<S>                                                                                        <C>                   <C>
                                                                                      June 30,          December 31,
                                                                                        2000                  1999
                                                                                  -----------------     -----------------
                                                                                     (Unaudited)
CURRENT ASSETS
     Cash and cash equivalents                                                      $        69,993       $        19,813
     Short-term investments                                                                 674,723             1,009,956
     Accounts receivable, less allowance for doubtful
         accounts of $74,955                                                                380,255               418,461
     Prepaid expenses and other current assets                                              196,857               171,497
                                                                                      -------------         -------------

              Total Current Assets                                                        1,321,828             1,619,727
                                                                                      -------------         -------------

PROPERTY AND EQUIPMENT, at cost, less accumulated
     depreciation                                                                            58,085                73,085
                                                                                      -------------         -------------

OTHER ASSETS
     Goodwill, less accumulated amortization                                                210,510               227,848
     Prepaid advertising                                                                  2,021,000                    -
     Notes receivable, less current portion                                                 878,868               703,397
     Software license and development costs                                               1,045,859               888,800
     Security deposits and other                                                             68,538                90,439
                                                                                      -------------         -------------

              Total Other Assets                                                          4,224,775             1,910,484
                                                                                      -------------         -------------

              TOTAL ASSETS                                                          $     5,604,688       $     3,603,296
                                                                                      =============         =============


                                           LIABILITIES AND SHAREHOLDERS' EQUITY


CURRENT LIABILITIES
     Accounts payable and accrued expenses                                          $       433,070       $       270,986
     Deferred revenue                                                                       100,000                74,640
                                                                                      -------------         -------------

              Total Current Liabilities                                                     533,070               345,626
                                                                                      -------------         -------------

OTHER LIABILITIES
     Deferred revenue                                                                       893,521               703,397
     Security deposits                                                                      139,358               139,358
                                                                                      -------------         -------------

              Total Other Liabilities                                                     1,032,879               842,755
                                                                                      -------------         -------------

              Total Liabilities                                                           1,565,949             1,188,381
                                                                                      -------------         -------------

SHAREHOLDERS' AND MEMBERS' EQUITY
     Preferred stock, par value $.001 per share; authorized
         5,000,000 shares, none issued or outstanding                                            -                     -
     Common stock, par value $.001 per share; authorized
         20,000,000 shares 5,525,042 and 5,317,753 shares
         issued and outstanding at June 30, 2000 and
         December 31, 1999, respectively                                                      5,525                 5,318
     Additional paid-in capital                                                           4,986,252             2,897,459
     Accumulated deficit                                                                   (953,038)             (454,602)
     Accumulated other comprehensive income (loss)                                               -                (33,260)
                                                                                      -------------         -------------

              Total Shareholders' Equity                                                  4,038,739             2,414,915
                                                                                      -------------         -------------

              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                            $     5,604,688       $     3,603,296
                                                                                      =============         =============


                                               See    accompanying    notes   to condensed consolidated financial statements.

                                                                             -1-
</TABLE>

<PAGE>
<TABLE>


                                             ETRAVNET.COM, INC. AND SUBSIDIARY

                                      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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



                                                          Three Months Ended                     Six Months Ended
                                                               June 30,                              June 30,
<S>                                                      <C>              <C>                 <C>               <C>
                                                         2000             1999                2000              1999
                                                   ---------------   ---------------   -----------------  ---------------
Revenues
     Franchise fees                                $        79,316   $       174,329    $        120,216  $       468,651
     Service fees and other                                334,617           289,238             596,802          496,709
     Travel agency revenues                              1,084,237         1,447,448           2,018,343        2,374,530
     Advertising fees                                           -            100,934              57,471          121,722
                                                     -------------     -------------      --------------    -------------

         Total Revenues                                  1,498,170         2,011,949           2,792,832        3,461,612
                                                     -------------     -------------      --------------    -------------

Operating Expenses
     Cost of travel agency revenues                        943,496         1,008,786           1,792,451        1,892,164
     Marketing and selling                                 273,462           385,340             506,561          595,554
     General and administrative                            373,451           277,488             969,368          630,112
                                                     -------------     -------------      --------------    -------------

         Total operating expenses                        1,590,409         1,671,614           3,268,380        3,117,830
                                                     -------------     -------------      --------------    -------------

         Income (loss) from operations                     (92,239)          340,335            (475,548)         343,782

Other income (expense), net                                (37,037)           13,249             (22,888)          28,473
                                                     -------------     -------------      --------------    -------------

         Income (loss) before income
              taxes                                       (129,276)          353,584            (498,436)         372,255

Provision for income taxes                                      -             (2,312)                 -                -
                                                     -------------     -------------      --------------    -------------

         Net income (loss)                                (129,276)          355,896            (498,436)         372,255

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

         Comprehensive loss                        $      (131,879)  $       355,896    $       (498,436) $       372,255
                                                     =============     =============      ===============   =============

Pro forma Information

     Historical income (loss) before
         income taxes                                                $       355,896                      $       372,255

     Provision for Income Taxes
         Adjustment to recognize income
              taxes as if company had
              been a "C" corporation                                         128,200                              134,000
                                                                       -------------                        -------------

         Pro forma net income (loss)                                 $     5,525,042                      $       238,255
                                                                       =============                        =============

Earnings (loss) Per Share:

     Weighted average common
         shares outstanding                              5,525,042         4,413,417           5,490,493        4,413,417
                                                     =============     =============      ==============    =============

Basic and diluted earnings (loss)
     per share                                     $         (.02)   $           .08    $          (.09)  $           .08
                                                     ============      =============      =============     =============


                          See  accompanying  notes  to  condensed   consolidated
financial statements.

                                                            -2-

</TABLE>

<PAGE>

<TABLE>


                                             ETRAVNET.COM, INC. AND SUBSIDIARY

                                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                          SIX MONTHS ENDED JUNE 30, 2000 AND 1999
                                                        (UNAUDITED)





<S>                                                                                         <C>                 <C>
                                                                                            2000                1999
                                                                                      ---------------     ---------------

CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss)                                                                $      (498,436)    $       372,255
                                                                                        -------------       -------------
     Adjustments to reconcile net income to net
         cash provided by operating activities:
              Equity in loss of affiliate                                                          -                5,119
              Loss on sale of marketable securities                                            34,716                  -
              Amortization of stock-based compensation                                         68,000                  -
              Depreciation and amortization                                                    32,338               6,274
              Changes in assets and liabilities:
                  Accounts receivable                                                          38,206             (57,613)
                  Notes receivable                                                           (200,831)            196,629
                  Prepaid expenses and other current assets                                        -              (36,426)
                  Security deposits and other assets                                           21,901              (5,836)
                  Accounts payable and accrued expenses                                       162,084             (46,568)
                  Deferred revenue                                                            215,484            (202,676)
                  Other liabilities                                                                -                4,887
                                                                                        -------------       -------------

                  Total adjustments                                                           371,898            (136,210)
                                                                                        -------------       -------------

                  Net cash provided (used) by operating activities                           (126,538)            236,045
                                                                                        -------------       -------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Payment for software license and development costs                                      (157,059)                 -
     Redemption (acquisition) of short-term investments                                       333,777            (219,132)
                                                                                        -------------       -------------

                  Net cash provided (used) by investing activities                            176,718            (219,132)
                                                                                        -------------       -------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Distributions to shareholder                                                                  -             (194,833)
     Net proceeds from private placements                                                          -              210,000
                                                                                        -------------       -------------

                  Net cash provided by financing activities                                        -               15,167
                                                                                        -------------       -------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                      50,180              32,080

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

CASH AND CASH EQUIVALENTS - end                                                       $        69,993     $       141,637
                                                                                        =============       =============



                          See  accompanying  notes  to  condensed   consolidated
financial statements.

                                                            -3-
</TABLE>

<PAGE>



                        ETRAVNET.COM, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                SIX AND THREE MONTHS ENDED JUNE 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 June 30, 2000 and the  results of its  operations  and cash
     flows for each of the six and three month  periods  ended June 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, 1998 and
     for the year then ended  previously  filed with the Securities and Exchange
     Commission.  The results of  operations  for the six and three months ended
     June 30, 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  25% of  such  advertising  during  the  year  ending
     December 31, 2000 and the balance during 2001.

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  trustees  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 June 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

                SIX AND THREE MONTHS ENDED JUNE 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  with in three years
     from the date of the Agreement.

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

     Letter of Credit

     The Company is  contingently  liable under a letter of credit in the amount
     of  $25,000,  which  expires in  September  2000.  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 six months  ended
     June 30, 2000, no current  income taxes are  provided.  Deferred tax assets
     and the related  valuation  allowance were both increased by  approximately
     $169,000  during the six months  ended June 30,  2000.  The Company has net
     operating  loss  carryforwards  of  approximately  $397,000 at December 31,
     1999.

5.   SEGMENT INFORMATION

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

<TABLE>

                                              Travel &
                                               Related              Internet
              Six Months Ended               Management            Technology
                June 30, 2000                 Services              Programs               Other              Total
       -------------------------------  --------------------  --------------------  -----------------   -----------------
<S>                                       <C>                   <C>                   <C>                 <C>
       Revenues                           $        2,792,832    $               -     $            -      $     2,792,832
       Segment profit (loss)              $         (475,548)   $               -     $       (22,888)    $      (498,436)
       Total assets                       $        1,862,688    $        3,067,000    $       675,000     $            -
       Capital expenditures               $               -     $          157,059    $            -      $       157,059
       Depreciation and
          amortization                    $           32,338    $               -     $            -      $        32,338
       Interest income                    $               -     $               -     $        11,828     $        11,828

       During the six months  ended June 30, 1999,  the Company  operated in the
       travel and related management services segment only.
</TABLE>

                                                          -5-

<PAGE>



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
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 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.

                                       -6-

<PAGE>



Results of Operations

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

                                   Three Months Ended         Six Months Ended
                                        June 30,                  June 30,
                                        --------                  --------
                                   2000         1999         2000         1999
                                   ----         ----         ----         ----
REVENUES
Franchise fees                      5.3%         8.7%        4.3%         13.5%
Franchise service
Fees and other                      22.3         14.4        21.4          14.4
Travel products and services        72.4         71.9        72.3          68.6
Advertising and other                -            5.0         2.0           3.5
                                   -----         -----       -----         -----

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

OPERATING EXPENSES
Cost of travel products and sales   63.0         50.1        64.2          54.7
Marketing and selling               18.3         19.2        18.1          17.2
General and administrative          24.9         13.8        34.7          18.3
                                    ----         ----        ----          ----

TOTAL OPERATING EXPENSES           106.2         83.1       117.0          90.1
                                   -----         ----       -----          ----

Income (loss) before other
Income and income taxes             (6.2)        16.9       (17.0)          9.9
Other                               (2.5)          .7         (.1)           .1
                                    -----        -----       ------        -----

Income (loss) before income taxes   (8.7)        17.6       (17.1)         10.0
Income Taxes                         -             .1          -             -
                                   -----        -------      -----         -----

Net income (loss)                   (8.7)%       17.5%      (17.1)%        10.0%
                                    ======       =====      =======        =====

Comparison  of three  and six  months  ended  June 30,  2000  ("2000")  and 1999
("1999")

REVENUES

Franchise Fees

     Franchise fees declined in each 2000 period as compared to the 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 the fourth quarter of 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 increased by approximately  $100,000 and $45,000 in
the six and three months ended June 30, 2000,  respectively,  as compared to the
six  and  three  months  ended  June  30,  1999.  The  increase  is  principally
attributable to the effect of scheduled increases in franchisees service fees.

                                       -7-

<PAGE>



Travel Products and Services

     Travel  products  and  services  decreased  by  approximately  $356,000 and
$363,000  in the six and  three  months  ended  June 30,  2000  respectively  as
compared to the six and three  months  ended June 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
$100,000  and  $63,000  during  the six and three  months  ended  June 30,  2000
respectively, as compared to the six and three months ended June 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 87% and 89% for the six and three months ended June
30, 2000 and 86% and 90% for the 1999 periods.

Marketing and Selling

     Marketing  and selling  expenses  decreased  by  approximately  $89,000 and
$112,000  for the six and three  months  ended  June 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 $339,000 and
$96,000  during the six and three months ended June 30, 2000,  respectively,  as
compared to the related 1999 periods.  As a percentage  of net  revenues,  these
costs  were 35% and 25%  during the six and three  months  ended June 30,  2000,
respectively,  as  compared to 18.7% and 14% in the related  1999  periods.  The
increase  in  general  and  administrative   expense  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.

Variability of Results

     Our  travel   products  and  services   gross   bookings   have   increased
significantly from year to year due to expansion of our distributions  channels,
travel services and customer base,  repeat  purchases by existing  customers and
increased  customer  acceptance  of  electronic  commerce.  Revenues from travel
products and services  grew in  conjunction  with the growth in gross  bookings.
Operating expenses have similarly increased on a year to year basis,  reflecting
increased  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.  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.

                                       -8-
<PAGE>

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
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,
no capital was raised in connection  therewith.  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 six months ended June 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.

     Cash provided by investing activities in 2000 was approximately $177,000 as
compared  to a use of  approximately  $219,000 in 1999.  Cash used in  investing
activities in 1999 was primarily for payments for short-term  investments.  Cash
provided from  investing  activities in 2000 consisted of the sale of marketable
securities.

                                       -9-

<PAGE>



     Cash provided by financing  activities was nil in 2000 and $15,000 in 1999.
Cash  provided by financing  activities  consisted of proceeds  form the sale of
equity  interests  of  $210,000  in 1999  offset by  approximately  $195,000  of
distributions  to shareholders  prior to our merger with  Playorena,  Inc. As of
June 30, 2000, we had approximately  $70,000 in cash and approximately  $670,000
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.  We  have  had
discussions with an investment banker for the sale, through a private placement,
of shares of our preferred stock.

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  its  franchise
system,  to this entity.  As of the date of filing on 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
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, this Form 8-K is being 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.

                                      -10-
<PAGE>


     We have  experienced no interruptions in our business because of Y2K and is
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.




                   [Balance of page intentionally left blank.]

                                      -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


                                    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, President
                                                -------------------------------
                                                 Michael Y. Brent, President

                                                 Dated: August _____, 2000


<PAGE>



                                    SIGNATURE


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


                                                     ETRAVNET.COM, INC.


                                                     By: /s/ Michael Y. Brent
                                                     ------------------------
                                                     Michael Y. Brent, President


Dated:   August ____, 2000

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