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

                                   FORM 10-QSB


[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the quarterly period ended March 31, 2002.

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

                         Commission File Number: 0-18412

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

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

                                   11-2602120
                      (IRS Employer Identification Number)

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

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

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

                  Number of Shares Outstanding of Common Stock,
              $.001 Par Value,Shares as of March 31, 2002 6,321,769


     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>





                                     PART I

Item 1.  Financial Statements
         --------------------
<TABLE>




                                        REZCONNECT TECHNOLOGIES, INC. AND SUBSIDIARY

                                           CONDENSED CONSOLIDATED BALANCE SHEETS

                                                           ASSETS

<S>                                                                              <C>                    <C>

                                                                                      March 31,         December 31,

                                                                                        2002                  2001
                                                                                  -----------------     -----------------
                                                                                     (Unaudited)
CURRENT ASSETS
     Cash and cash equivalents                                                      $        81,014       $        41,321
     Short-term investments                                                                 817,690               500,735
     Accounts receivable, less allowance for doubtful
         accounts of $103,000                                                               332,165               282,423
     Current portion of notes receivable                                                     20,621                24,611
                                                                                      -------------         -------------
              Total Current Assets                                                        1,251,490               849,090
                                                                                      -------------         -------------

PROPERTY AND EQUIPMENT, at cost, less accumulated
     depreciation                                                                            13,085                20,585
                                                                                      -------------         -------------
OTHER ASSETS
     Advertising receivable                                                               1,496,000             1,496,000
     Goodwill, less accumulated amortization                                                153,400               153,400
     Capitalized software costs                                                           1,192,549             1,165,651
     Notes receivable, less current portion                                                 890,192               890,698
     Security deposits and other                                                             93,703                93,703
                                                                                      -------------         -------------
              Total Other Assets                                                          3,825,844             3,799,452
                                                                                      -------------         -------------
              TOTAL ASSETS                                                          $     5,090,419       $     4,669,127
                                                                                      =============         =============

                      LIABILITIES AND SHAREHOLDERS' EQUITY


CURRENT LIABILITIES
     Accounts payable and accrued expenses                                          $       436,691       $       409,862
     Deferred revenue                                                                        45,000                24,611
                                                                                      -------------         -------------
              Total Current Liabilities                                                     481,691               434,473
                                                                                      -------------         -------------

OTHER LIABILITIES
     Note payable                                                                           324,500               -
     Deferred revenue                                                                       890,192               890,698
     Security deposits                                                                      139,358               156,425
                                                                                      -------------         -------------
              Total Other Liabilities                                                     1,354,050             1,047,123
                                                                                      -------------         -------------
              Total Liabilities                                                           1,835,741             1,481,596
                                                                                      -------------         -------------

SHAREHOLDERS' EQUITY
     Preferred stock; par value $.001; authorized 5,000,000
         shares; 143,497 shares issued and outstanding;
         liquidation preference of $7 per share                                                 143                   143
     Common stock, par value $.001; authorized 20,000,000
         shares; 6,321,769 shares
         issued and outstanding                                                               6,321                 6,321
     Additional paid-in capital                                                           6,035,508             6,035,508
     Accumulated deficit                                                                 (2,787,294)           (2,854,441)
                                                                                      -------------         -------------
              Total Shareholders' Equity                                                  3,254,678             3,187,531
                                                                                      -------------         -------------
              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                            $     5,090,419       $     4,669,127
                                                                                      =============         =============





                      See accompanying notes to condensed consolidated financial statements.

                                                        -1-

</TABLE>
<PAGE>
<TABLE>

                                   REZCONNECT TECHNOLOGIES, INC. AND SUBSIDIARY

                                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                    THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                                   (UNAUDITED)



<S>                                                                                 <C>                   <C>

                                                                                          2002                  2001
                                                                                    ---------------       ---------------
Revenues
     Franchise fees                                                                 $        17,794       $        45,690
     Franchisee service fees and other                                                      182,455               257,792
     Travel services and products                                                           369,565               691,988
     Advertising and other                                                                   73,513                    -
                                                                                      -------------         -------------
         Total Revenues                                                                     643,327               995,470
                                                                                      -------------         -------------
Operating Expenses
     Cost of travel services and products                                                   319,622               614,128
     Marketing and selling                                                                   52,607               158,519
     General and administrative                                                             203,951               253,880
                                                                                      -------------         -------------
         Total operating expenses                                                           576,180             1,026,527
                                                                                      -------------         -------------
         Income (loss) from operations                                                       67,147               (31,057)

Interest income                                                                                  -                 10,381
                                                                                      -------------         -------------
         Income (loss) before income taxes                                                   67,147               (20,676)

Provision for income taxes                                                                       -                     -
                                                                                      -------------         -------------
         Net income (loss)                                                                   67,147               (20,676)

Preferred dividends                                                                          17,500                17,500
                                                                                      -------------         -------------
         Net income (loss) applicable to common shareholders                        $        49,647       $       (38,176)
                                                                                      =============         =============

Earnings (loss) Per Common Share:

     Weighted average common
         shares outstanding                                                               6,321,769             5,620,379
                                                                                      =============         =============
     Basic and diluted earnings (loss) per share
         available to common shareholders                                           $          (.01)      $         (.01)
                                                                                      =============        =============






                              See accompanying notes to condensed consolidated financial statements.

                                                                -2-
</TABLE>
<PAGE>
<TABLE>


                                   REZCONNECT TECHNOLOGIES, INC. AND SUBSIDIARY

                                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                    THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                                   (UNAUDITED)


<S>                                                                                 <C>                   <C>

                                                                                          2002                  2001
                                                                                    ---------------       ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss)                                                              $        67,147       $       (20,676)
                                                                                      -------------        --------------
     Adjustments to reconcile net income (loss) to net cash provided (used) by
         operating activities:
              Stock-based compensation                                                           -                     -
              Depreciation and amortization                                                   7,500                21,000
              Changes in assets and liabilities:
                  Accounts receivable                                                       (49,742)                  554
                  Prepaid expenses and other current assets                                   4,496                (8,874)
                  Other assets                                                                   -                 18,041
                  Accounts payable and accrued expenses                                      26,829               (14,923)
                  Deferred revenue                                                           19,883                    -
                  Security deposits                                                         (17,067)                   -
                                                                                      -------------         -------------
                  Total adjustments                                                          (8,101)               15,798
                                                                                      -------------         -------------
                  Net cash provided (used) by operating activities                           59,046                (4,878)
                                                                                      -------------         -------------
CASH FLOWS FROM INVESTING ACTIVITIES
     (Increase in) sale of short-term investments                                          (316,955)              182,846
     Payments for software development costs                                                (26,898)                   -
                                                                                      -------------         -------------
                  Net cash provided (used) by investing activities                         (343,853)              182,846
                                                                                      -------------         -------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Increase in note payable                                                               324,500                    -
     Collection of notes receivable                                                              -                     -
                                                                                      -------------         -------------
                  Net cash provided by financing activities                                 324,500                    -
                                                                                      -------------         -------------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                                    39,693               177,968

CASH AND CASH EQUIVALENTS - beginning                                                        41,321                30,970
                                                                                      -------------         -------------
CASH AND CASH EQUIVALENTS - end                                                     $        81,014       $       208,938
                                                                                      =============         =============


                              See accompanying notes to condensed consolidated financial statements.

                                                                 -3-
</TABLE>
<PAGE>


                  REZCONNECT TECHNOLOGIES, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)

1.     BASIS OF PRESENTATION

       In the opinion of management, the accompanying unaudited condensed
       financial statements contain all adjustments (consisting of only normal
       recurring adjustments) necessary to present fairly the Company's
       financial position as of March 31, 2002 and the results of its operations
       and cash flows for each of the three month periods ended March 31, 2002
       and 2001. These statements are condensed and therefore do not include all
       of the information and notes required by generally accepted accounting
       principles for complete financial statements. The statements should be
       read in conjunction with financial statements and footnotes included in
       the Company's financial statements and footnotes as of December 31, 2001
       and for the year then ended previously filed with the Securities and
       Exchange Commission. The results of operations for the three months ended
       March 31, 2002 are not necessarily indicative of the results to be
       expected for the full year ending December 31, 2002.


2.       ADVERTISING RECEIVABLE

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

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

3.     CONTINGENCIES

       Merger Related Items

       In connection with the Company's merger into a public "shell" Playorena,
       Inc. ("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."


                                       -4-
<PAGE>


                  REZCONNECT TECHNOLOGIES, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)


3.     CONTINGENCIES (CONTINUED)

       Merger Related Items (continued)

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

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

4.     INCOME TAXES

       There was no current tax provision for the three months ended March 31,
       2002 as any amounts due would be offset by the Company's utilization of
       its net operating carryforwards. The deferred tax provision for this
       period was offset by a reduction in the valuation allowance of $24,200.
       Since the Company has experienced operating losses since its conversion
       to "C" corporation status for federal income tax purposes, it did not
       provide any current or deferred federal or state income taxes with
       respect to its operating loss for the three months ended March 31, 2001.
       Deferred tax assets and the related valuation allowance were increased by
       approximately $7,300 during the three months ended 2001. The Company has
       net operating loss carryforwards of approximately $2,787,000 at March
       31, 2002.

5.     SEGMENT INFORMATION

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

<TABLE>
       <S>                                                        <C>                  <C>                 <C>

                                                                    Travel & Related         Internet
                 Three Months Ended                                    Management           Technology
                   March 31, 2002                                       Services             Programs              Total
       -------------------------------------                       ------------------   --------------------   --------------

       Revenues                                                      $       643,327    $             -        $      643,327
       Segment profit (loss)                                         $        81,413    $        (14,266)      $       67,147
       Total assets                                                  $     3,897,870    $      1,192,549       $    5,090,419
       Capital expenditures                                          $            -     $         26,898       $       26,898
       Depreciation and amortization                                 $         7,500    $             -        $        7,500
       Investment income (loss)                                      $            -     $             -        $          -

</TABLE>

<TABLE>
       <S>                                     <C>                <C>                     <C>               <C>

                                                Travel & Related         Internet
                 Three Months Ended               Management            Technology
                   March 31, 2001                  Services              Programs                  Other          Total
       -------------------------------------     -----------------   --------------------   -----------     --------------

       Revenues                                  $       995,470     $            -        $        -       $       995,470
       Segment profit (loss)                     $        26,831     $       (57,888)      $     10,381     $       (20,676)
       Total assets                              $     3,804,837     $     1,215,651       $    848,372     $     5,868,860
       Capital expenditures                      $            -      $            -        $        -       $            -
       Depreciation and amortization             $        19,000     $         2,000       $        -       $        21,000
       Interest income                           $            -      $            -        $     10,381     $        10,381


                                                              -5-
</TABLE>
<PAGE>


                  REZCONNECT TECHNOLOGIES, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)



6.     RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

7.     SUBSEQUENT EVENT

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




                                       -6-


<PAGE>


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


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

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

     Almost all of our revenue to date has come from the franchise system and
travel services. We expect that REZconnect (R) Technologies will play an
important part in our 2002 revenue projections as we release the various
applications within the travel and entertainment industries. During the last 2
years, a larger portion of our expenses were related to our technology and has
been completed and, accordingly, we should see results as we enter the 2nd and
3rd quarters of 2002.

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

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

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

                                       -7-
<PAGE>

Results of Operations

        The following table sets forth, for the periods indicated, the
percentage relationship of certain items from the Company's consolidated
statement of operations to total revenues:
<TABLE>
<S>                                    <C>              <C>
                                          Three Month's Ended
                                               March 31,
                                         2002             2001
                                         ----             ----

Revenues

   Franchise  fees                        2.8 %           4.6 %
   Franchise service fees and other      28.4 %          25.9 %
   Travel products and services          57.4 %          69.5 %
   Advertising and other                 11.4 %            -
                                        -------         -------

TOTAL REVENUES                            100 %           100 %
                                        -------         -------

Operating Expenses
   Cost of travel products and sales     49.9 %          61.7 %
   Marketing and selling                  8.3 %          15.9 %
   General and administrative            31.7 %          25.5 %
                                        -------         -------

TOTAL OPERATING EXPENSES                 89.8 %         100.3 %
                                        -------         -------

  Income (loss) before other
   income and income taxes               10.2 %         (0.3)%
   Other income - primarily interest       -              .1 %
                                        -------         -------
   Income (loss) before income taxes     10.2 %         ( .2)%
   Income taxes                            -                -
                                        -------         -------
 Net income (loss)                       10.2 %         ( .2)%
                                        =======         =======

</TABLE>

                                       -8-
<PAGE>

REVENUES

        Franchise Fees. Franchise fees declined in 2002 as compared to 2001 by
approximately $28,000 as a result of declining market conditions.

        Franchise service fees and other service fees declined in 2002 by
approximately $75,300 as compared to the 2001 period. This was attributable to
less franchisees in the system partially offset by higher average franchise
fees.

        Travel Products and Services. Travel products and services decreased by
approximately $322,400 from 2001 to 2002, a decline of approximately 47%. The
decrease is attributable to a decrease in the number of franchisees utilizing
the Company as their credit card merchant of record, less travel in general in
2002 and a decrease in override commissions.

OPERATING EXPENSES

        Cost of travel products and services. Cost of travel products and
services decreased by approximately $295,000 or approximately 48% in 2002 as
compared to 2001. These costs decreased as a result of lower commissions and
fees paid to franchisees in connection with lower travel related revenues. Cost
of travel products and services as a percentage of travel products and services
sales was approximately 86% for 2002 and 89% 2001.

        Marketing and Selling. Marketing and selling expenses decreased by
approximately $106,000 from 2001 to 2002. The decrease represents a change of
approximately 67%. The significant changes were decreases in payroll costs and
commissions.

General and Administrative.

            General and administrative expenses decreased by approximately
$49,900 from 2001 to 2002, a decline of 20%. As a percentage of total revenues,
general and administrative expenses were 31.7% in 2002 as compared to 25.5%, in
the comparable 2001 period. The decrease in general and administrative expense
in 2001 is attributable to decreases in consulting expenses related to the
Company's Internet activities, as well as decreases in legal expenses, office
expenses and most significantly, payroll.

Variability of Results

         The Company's travel products and services gross bookings have
decreased from 2000 to 2001 due to a decrease in the number of franchisees and
decreases in products and services sold. Revenues from travel products and
services decreased in conjunction with the decrease in gross bookings. Cost of
travel revenues have similarly decreased from 2000 to 2001.

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

                                      -9-
<PAGE>

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

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

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


LIQUIDITY AND CAPITAL RESOURCES

            During the three months ending March 31, 2002, operating activities
generated cash flow of approximately $59,000. In the comparable 2001 period, we
used cash of approximately $5,000 in operating activities. The improvement in
2002 can be attributed to our positive earnings in the 2002 period, and the
result of our cost cutting measures.

            During the three months ended March 31, 2002, as a result of our
eligibility for such funding arising out of the events of September 11, 2001, we
borrowed $324,500 from the U.S. Small Business Administration ("SBA"). The loan
is repayable monthly, commencing January 2003, at the rate of $2,607 per month
which amountn includes interest at 4% per annum. Our CEO has guaranteed the
loan. In 2001, we sold short-term investments of $183,000 to raise cash.

        We believe that our cash and short term investments on March 31, 2002
and our anticipated cash flow from operations will be sufficient to meet our
obligations on a timely basis for the next 12 months.

                                      -10-
<PAGE>

FORWARD-LOOKING STATEMENTS

        All statements other than statements of historical fact included in this
annual report, including without limitation statements regarding the Company's
financial position, business strategy, Year 2000 readiness and the plans and
objectives of the Company's management for future operations are forward-looking
statements. When used in this annual report, words such as "anticipate,"
"believe," "estimate," "expect," "intend" and similar expressions, as they
relate to the company or its management, identify forward-looking statements.
Such forward-looking statements are based on the beliefs of the Company's
management, as well as assumptions made by and information currently available
to the company's 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 normal business activities at the Company and its
customers and suppliers as a consequence of Year 2000 related problems. Such
statements reflect the views of the company 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 of the
Company. Readers are cautioned not to place undue reliance on these
forward-looking statements. The company does 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.


                           PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

            None

Item 2.     Changes in Securities

            On or about January 2, 2002, the Company issued 100,000 shares of
            its common stock to Ori Kline, the Company's chief technology
            officer. Such shares were issued to Mr. Kline as a bonus for
            services previously rendered and were issued pursuant to Section
            4(2) of the Securities Act of 1933.

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

Item 6.     Report on Form 8-K

            None


                                      -11-

<PAGE>


                                    SIGNATURE

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


                          REZCONNECT TECHNOLOGIES, INC.

                          /s/ Michael Y. Brent
                         -----------------------------
                              Michael Y. Brent, President
                              Dated: May 13, 2002


        This Form 10-QSB contains summary financial information extracted from
the financial statements for the quarterly period ending March 31, 2002 and
is qualified in its entirety by reference to such financial statements.















                                      -12-