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 MARCH 31, 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, MARCH 31, 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.

                                 MARCH 31, 2000
                                      INDEX

                                                                            PAGE

PART I            FINANCIAL INFORMATION  (Unaudited)

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
       Balance Sheet                                                           1
       Statements of Operations                                                2
       Statements of Cash Flows                                                3
       Notes to Financial Statements                                           4
       Management's Discussion and Analysis of Results
       of Operations and Financial Condition                                   6


PART II           OTHER INFORMATION                                           11

SIGNATURE PAGE                                                                12


<PAGE>






















                               ETRAVNET.COM, INC.

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                             MARCH 31, 2000 AND 1999
                                   (UNAUDITED)



<PAGE>




                               ETRAVNET.COM, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<S>                                                                                           <C>                   <C>
                                                                                        March 31,2000      December 31,1999
                                                                                         (Unaudited)
CURRENT ASSETS
     Cash and cash equivalents                                                      $        76,054       $        19,813
     Short-term investments                                                                 886,000             1,009,956
     Accounts receivable, less allowance for doubtful
         accounts of $74,955                                                                361,531               418,461
     Prepaid expenses and other current assets                                              171,497               171,497
                                                                                      -------------         -------------

              Total Current Assets                                                        1,495,082             1,619,727
                                                                                      -------------         -------------

PROPERTY AND EQUIPMENT, at cost, less accumulated
     depreciation                                                                            65,585                73,085
                                                                                      -------------         -------------

OTHER ASSETS
     Goodwill, less accumulated amortization                                                216,368               227,848
     Prepaid advertising                                                                  2,021,000                    -
     Deferred software license and related development costs                                927,882               888,800
     Notes receivable, less current portion                                                 680,910               703,397
     Security deposits and other                                                             90,442                90,439
                                                                                      -------------         -------------

              Total Other Assets                                                          3,936,602             1,910,484
                                                                                      -------------         -------------

              TOTAL ASSETS                                                          $     5,497,269       $     3,603,296
                                                                                      =============         =============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable and accrued expenses                                          $       498,517       $       270,986
     Deferred revenue                                                                        74,640                74,640
                                                                                      -------------         -------------

              Total Current Liabilities                                                     573,157               345,626
                                                                                      -------------         -------------

OTHER LIABILITIES
     Deferred revenue                                                                       681,397               703,397
     Security deposits                                                                      139,357               139,358
                                                                                      -------------         -------------

              Total Other Liabilities                                                       820,754               842,755
                                                                                      -------------         -------------

              Total Liabilities                                                           1,393,911             1,188,381
                                                                                      -------------         -------------

SHAREHOLDERS' EQUITY
     Preferred stock; $.001 par value; 5,000,000 shares
         authorized; no shares issued and outstanding                                            -                     -
     Common stock, $.001 par value; 20,000,000 shares
         authorized; 5,525,042 and 5,317,753 shares issued and
         outstanding at March 31, 2000 and December 31, 1999,
         respectively                                                                         5,525                 5,318
     Additional paid-in capital                                                           4,952,252             2,897,459
     Retained earnings (deficit)                                                           (823,762)             (454,602)
     Accumulated other comprehensive loss                                                   (30,657)              (33,260)
                                                                                      -------------         -------------

              Total Shareholders' Equity                                                  4,103,358             2,414,915
                                                                                      -------------         -------------

              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                            $     5,497,269       $     3,603,296
                                                                                      =============         =============
</TABLE>


<PAGE>



      See accompanying notes to condensed consolidated financial statements
                                                               3
                               ETRAVNET.COM, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>

<S>                                                                                       <C>                   <C>
                                                                                          2000                  1999
                                                                                    ---------------       ---------------
Revenues
     Franchise fees                                                                 $        40,900       $       294,322
     Franchisee service fees and other                                                      262,185               207,471
     Travel services and products                                                           934,106               927,082
     Other                                                                                   57,471                20,788
                                                                                      -------------         -------------

         Total Revenues                                                                   1,294,662             1,449,663
                                                                                      -------------         -------------

Operating Expenses
     Cost of travel services and products                                                   848,955               883,378
     Marketing and selling                                                                  233,099               210,214
     General and administrative                                                             595,917               352,624
                                                                                      -------------         -------------

         Total operating expenses                                                         1,677,971             1,446,216
                                                                                      -------------         -------------

         Income (loss) from operations                                                     (383,309)                3,447

Interest income                                                                              14,149                15,224
                                                                                      -------------         -------------

         Income (loss) before income taxes                                                 (369,160)               18,671

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

         Net income (loss)                                                                 (369,160)               16,359

Other Comprehensive income                                                                    2,603                    -
                                                                                      -------------         -------------

     Comprehensive income (loss)                                                    $      (366,557)      $        16,359
                                                                                      =============         =============

Pro forma Information

     Historical income (loss) before income taxes                                                         $        18,671

     Provision for Income Taxes
         Adjustment to recognize income taxes as if company
              had been a "C" corporation                                                                            4,700

         Pro forma net income                                                                             $        13,971
                                                                                                            =============

Earnings (loss) Per Share:

     Weighted average common
         shares outstanding                                                               5,421,398             4,413,417
                                                                                      =============         =============

     Basic and diluted earnings (loss) per share                                    $          (.07)      $            -
                                                                                      =============         =============
</TABLE>



<PAGE>



                               ETRAVNET.COM, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>


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

CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss)                                                              $      (369,160)      $        16,359
                                                                                      -------------         -------------
     Adjustments to reconcile net income to net
         cash provided by operating activities:
              Stock-based compensation                                                       34,000                    -
              Depreciation and amortization                                                  19,000                 7,500
              Changes in assets and liabilities:
                  Accounts receivable                                                        56,930               (84,356)
                  Prepaid expenses and other current assets                                      -                  3,259
                  Other assets                                                                   -                  5,531
                  Accounts payable and accrued expenses                                     227,531               115,643
                  Deferred revenue                                                          (22,000)                   -
                  Other liabilities                                                              -                  2,854
                                                                                      -------------         -------------

                  Total adjustments                                                         315,461                50,431
                                                                                      -------------         -------------

                  Net cash provided (used) by operating activities                          (53,699)               66,790
                                                                                      -------------         -------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Sale (acquisition) of short-term investments                                           126,535              (370,560)
     Payments for software development costs                                                (39,082)                   -
                                                                                      -------------         -------------

                  Net cash provided (used) by investing activities                           87,453              (370,560)
                                                                                      -------------         -------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Net proceeds from private placements                                                        -                210,000
     Collection of notes receivable                                                          22,487                17,600
                                                                                      -------------         -------------

                  Net cash provided by financing activities                                  22,487               227,600
                                                                                      -------------         -------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                         56,241               (76,170)
                                                                                                                         -

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

CASH AND CASH EQUIVALENTS - end                                                     $        76,054       $        33,387
                                                                                      =============         =============
</TABLE>



<PAGE>




                               ETRAVNET.COM, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                   THREE MONTHS ENDED MARCH 31, 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 March 31, 2000 and the results of its  operations  and cash flows
for each of the  three  month  periods  ended  March 31,  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  three  months  ended  March  31,  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
that market. Management expects to utilize approximately 25% of such advertising
during the year ending December 31, 2000 and the balance during 2001.


3.     CONTINGENCIES

Legal Proceedings

     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 an 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 March 31, 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:
<TABLE>

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

Total liabilities                                                $       332,218
                                                                   =============
</TABLE>

     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."


<PAGE>


                               ETRAVNET.COM, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)



3.     CONTINGENCIES (CONTINUED)

       Merger Related Items (continued)

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

     For the  reasons  set forth  above,  the  Company  has given no  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 three months ended
March 31, 2000, no current  income taxes are  provided.  Deferred tax assets and
the related  valuation  allowance were both increased by approximately  $140,000
during the three months ended March 31, 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
                 Three Months Ended                    Management          Technology
                   March 31, 2000                       Services            Programs             Other                Total

<S>                                              <C>                 <C>                <C>                 <C>
       Revenues                                  $     1,294,662     $            -     $             -     $     1,294,662
       Segment profit (loss)                     $      (383,329)    $            -     $         14,169    $      (369,160)
       Total assets                              $     1,662,387     $     2,948,882    $        886,000    $     5,497,269
       Capital expenditures                      $            -      $        39,082    $             -     $        39,082
       Depreciation and amortization             $        19,000     $            -     $             -     $        19,000
       Interest income                           $            -      $            -     $         14,149    $        14,149
</TABLE>

       During the three months ended March 31, 2000, the Company operated in the
       travel and related management services segment only.



<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.


<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:
<TABLE>

                                                    Three Months Ended
                                                         MARCH 31,
                                                        2000 1999
REVENUES
<S>                                               <C>                <C>
Franchise fees                                    3.1%               19.2%
Franchise service
Fees and other                                   20.3                19.0
Travel products and services                     72.2                60.4
Advertising and other                             4.4                 1.4
                                                  ---                 ---

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

OPERATING EXPENSES
Cost of travel products and sales                65.6                57.6
Marketing and selling                            18.0                13.7
General and administrative                       46.0                26.7
                                                 ----                ----

TOTAL OPERATING EXPENSES                       (129.6%)              98.0%

Income (loss) before other
Income and income taxes                         (29.6)                2.0
Other income - primarily interest                 1.1                 1.1

Income (loss) before income taxes               (28.5)                3.0
Income Taxes

Net income (loss)                               (28.5)%               3.0%
</TABLE>

Comparison of three months ended March 31, 2000 ("2000") and 1999 ("1999")

REVENUES

FRANCHISE FEES

     Franchise  fees  declined in 2000 as compared to 1999 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 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  which is expected to be released 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

     The franchise  service fees increased from 1999 to 2000 by  approximately $
54,000  or 26%.  The  increase  is  principally  attributable  to the  effect of
scheduled  increases  in  franchisees  service  fees,  offset by  slightly  less
franchisees in the system.



<PAGE>


TRAVEL PRODUCTS AND SERVICES

     Travel products and services increased by approximately $7,000 from 1999 to
2000,  an increase of  approximately  1%. The  increase  is  attributable  to an
increase in the number of  franchisees  utilizing  our  services as their credit
card merchant of record,  various  incentives  which we offer to  franchisees to
interest franchisees customers in travel packages, increased customer traffic as
a result  of our  Internet  ("online")  presence  and an  increase  in  override
commissions received.

OPERATING EXPENSES

COST OF TRAVEL PRODUCTS AND SERVICES

     The cost of travel products and services decreased by approximately $34,000
or 4%. 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 91% for 2000 and 95% for 1999.

MARKETING AND SELLING

     Marketing and selling expenses increased by approximately $23,000 from 1999
to 2000. The increase  represents a change of  approximately  11%.  Decreases in
payroll  costs  were  offset by  increases  in  incentives  and  online  related
commissions.

GENERAL ADMINISTRATIVE

     General and administrative  expenses increased by approximately $233,000 or
64% from 1999 to 2000. As a percentage of net revenues,  these costs were 46% in
2000 as compared to 26.7% in 1999.  The  increase in general and  administrative
expense in 2000 (in dollar  terms) is  attributable  to increases in  consulting
expenses related to our expanding  Internet  activities,  professional and other
fees  related to our status (as of September  17, 1999) as a public  company and
stock-based  compensation  related to the granting of stock options to employees
and consultants in 1999.

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. 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
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  $54,000  in  2000.  Cash  provided  by
operations was $67,000 in the 1999 period. Cash used in operating  activities in
2000 was primarily attributable to our net loss, partially affected by decreases
in accounts receivable.

     Cash provided by investing activities in 2000 was approximately  $87,000 as
compared  to a use of  approximately  $371,000 in 1999.  Cash used in  Investing
activities in 1999 was primarily for payments for short term investments.

     Cash provided by financing activities was approximately $22,000 in 2000 and
$228,000 in 1999.  Cash provided by financing  activities  consisted of proceeds
form the sale of equity interests of $210,000 in 1999. Cash collected from notes
receivable was approximately $22,000 in 2000 and $18,000 in 1999.



<PAGE>


     As  of  March  31,  2000,  we  had   approximately   $76,000  in  cash  and
approximately  $886,000 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  it  franchise
system,  to this entity.  As of the date of filing on Form 10-QSB, a preliminary
asset  purchase  agreement has been drafted and  negotiations  continue.  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.


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 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.

<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

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

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

                  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.

                                             BY: /S/ MICHAEL Y. BRENT
                                             ___________________________
                                             Michael Y. Brent, President

Dated:   May 22, 2000