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, 2003.
                                                        ---------------

[ ] 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, 2003 10,362,983


     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>





                          REZConnect Technologies, Inc.
                          (formerly Etravnet.com, Inc.)
                                   FORM 10-QSB
                        THREE MONTHS ENDED MARCH 31, 2003

                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                             Page

Item 1.  Financial Statements (unaudited)
                   Condensed Balance Sheets .................................3
                   Condensed Statements of Operations........................4
                   Condensed Statements of Cash Flows........................5
              Notes To Condensed Financial Statements .......................6

Item 2.  Management's Discussion and Analysis of Financial Condition and
                              Results of Operations..........................9

Item 3.  Controls and Procedures............................................14

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings..................................................15
Item 2.  Changes in Securities and Use of Proceeds..........................15
Item 3.  Defaults Upon Senior Securities....................................15
Item 4.  Submission of Matters to a Vote of Security Holders................15
Item 5.  Other Information..................................................15
Item 6.  Exhibits and Reports on Form 8-K...................................15
         Signatures.........................................................15
         Certifications.....................................................16


                                      -1-

<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.

                         CONDENSED FINANCIAL STATEMENTS

                             MARCH 31, 2003 AND 2002
                                   (UNAUDITED)



<PAGE>


REZCONNECT TECHNOLOGIES, INC.
CONDENSED BALANCE SHEETS

                                        ASSETS
<TABLE>
<CAPTION>
                                                                                      March 31,         December 31,
                                                                                        2003                  2002
                                                                                  -----------------     -----------------
                                                                                     (Unaudited)
CURRENT ASSETS
<S>                                                                                 <C>                   <C>
     Cash and cash equivalents                                                      $        25,930       $        63,318
     Short-term investments                                                                 658,643               711,520
     Accounts receivable, less allowance for doubtful
         accounts of $74,061 and $71,257 as of
         March 31, 2003 and December 31, 2002, respectively                                 247,485               270,806
     Current portion of loan receivable                                                      40,000                    -
     Current portion of notes receivable                                                     76,281                76,281
                                                                                      -------------         -------------
              Total Current Assets                                                        1,048,339             1,121,925
                                                                                      -------------         -------------

OTHER ASSETS
     Capitalized software costs, at cost, less accumulated
         amortization of $415,260 and $311,445 as of
         March 31, 2003 and December 31, 2002                                               840,519               934,334
     Deferred costs, at cost, less accumulated amortization
         of $18,333 as of March 31, 2003                                                    201,667                   --
     Notes receivable, less current portion                                                 440,641               440,641
     Loan receivable, less current portion                                                  110,000                    -
     Security deposits and other assets                                                      22,313                21,313
                                                                                      -------------         -------------
              Total Other Assets                                                          1,615,140             1,396,288
                                                                                      -------------         -------------
              TOTAL ASSETS                                                          $     2,663,479       $     2,518,213
                                                                                      =============         =============

                                       LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable and accrued expenses                                          $        82,384                81,612
     Deferred revenue                                                                        76,281                76,281
     Current maturities of long term debt                                                     7,269                 2,893
                                                                                      -------------         -------------
              Total Current Liabilities                                                     165,934               160,786
                                                                                      -------------         -------------

OTHER LIABILITIES
     Long term debt, less current maturities                                                317,231               321,607
     Deferred revenue                                                                       440,641               440,641
     Security deposits                                                                       42,627                42,627
                                                                                      -------------         -------------
              Total Other Liabilities                                                       800,499               804,875
                                                                                      -------------         -------------
              Total Liabilities                                                             966,433               965,661
                                                                                      -------------         -------------

SHAREHOLDERS' EQUITY
     Preferred stock; par value $.001; authorized 5,000,000
         shares; -0- shares issued and outstanding                                              --                    --
     Common stock, par value $.001; authorized 20,000,000
         shares; 10,362,983 shares
         issued and outstanding                                                              10,362                 9,362
     Additional paid-in capital                                                           6,417,963             6,198,963
     Accumulated deficit                                                                 (4,731,279)           (4,655,773)
                                                                                      --------------        -------------
              Total Shareholders' Equity                                                  1,697,046             1,552,552
                                                                                      -------------         -------------
              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                            $     2,663,479       $     2,518,213
                                                                                      =============        ==============


                             See accompanying notes to condensed financial statements.

                                                        -3-

<PAGE>



REZCONNECT TECHNOLOGIES, INC

CONDENSED STATEMENTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)






                                                                                          2003                  2002
                                                                                    ---------------       ---------------
Revenues
     Franchise fees                                                                 $        11,134       $        17,794
     Franchisee service fees and other                                                      123,552               182,455
     Travel services and products                                                           350,117               369,565
     Online travel income                                                                    51,982                    --
     Advertising                                                                                 --                73,513
                                                                                      -------------         -------------

         Total Revenues                                                                     536,785               643,327
                                                                                      -------------         -------------

Operating Expenses
     Cost of travel services and products                                                   254,582               319,622
     Marketing and selling                                                                   15,495                52,607
     General and administrative                                                             225,688               196,451
     Depreciation and amortization                                                          122,148                 7,500
                                                                                      -------------         -------------


         Total operating expenses                                                           617,913               576,180
                                                                                      -------------         -------------

         Income (loss) from operations                                                      (81,128)               67,147

Interest income                                                                               5,622                    --
                                                                                      -------------         -------------

         Income (loss) before income taxes                                                  (75,506)               67,147

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

         Net income (loss)                                                                  (75,506)               67,147

Preferred dividends                                                                              --                17,500
                                                                                      -------------         -------------

         Net income (loss) applicable to common shareholders                        $       (75,506)      $        49,647
                                                                                      =============         =============

Earnings (loss) Per Common Share:

     Weighted average common
         shares outstanding                                                               9,896,316             6,321,769
                                                                                      =============         =============

     Basic and diluted earnings (loss) per share
         available to common shareholders                                           $          (.01)      $           .01
                                                                                      =============         =============


                             See accompanying notes to condensed financial statements.

                                                        -4-


<PAGE>



REZCONNECT TECHNOLOGIES, INC.

CONDENSED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)




                                                                                          2003                  2002
                                                                                    ---------------       ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss)                                                              $       (75,306)      $        67,147
                                                                                      -------------         -------------
     Adjustments to reconcile net income (loss) to net
         cash provided (used) by operating activities:
              Depreciation and amortization                                                 122,148                 7,500
              Changes in assets and liabilities:
                  Accounts receivable                                                        23,321               (49,742)
                  Prepaid expenses and other current assets                                      --                 4,496
                  Accounts payable and accrued expenses                                         572                26,829
                  Deferred revenue                                                               --                19,883
                  Security deposits and other assets                                         (1,000)              (17,067)
                                                                                      -------------         -------------
                  Total adjustments                                                         145,041                (8,101)
                                                                                      -------------         -------------
                  Net cash provided by operating activities                                  69,735                59,046
                                                                                      -------------         -------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Redemption of (payments for) short-term investments                                     52,877              (316,955)
     Payments for software development costs                                                (10,000)              (26,898)
                                                                                      -------------         -------------
                  Net cash provided (used) by investing activities                           42,877              (343,853)
                                                                                      -------------         -------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Increase in note payable                                                                    --               324,500
     Loans advanced                                                                        (150,000)                   --
                                                                                      -------------         -------------
                  Net cash provided (used) by financing activities                         (150,000)              324,500
                                                                                      -------------         -------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                        (37,388)               39,693

CASH AND CASH EQUIVALENTS - beginning                                                        63,318                41,321
                                                                                      -------------         -------------
CASH AND CASH EQUIVALENTS - end                                                     $        25,930       $        81,014
                                                                                      =============         =============




                                           NONCASH INVESTING ACTIVITIES

Issuance of 1,000,000 common shares                                                 $       220,000       $            --
                                                                                     ==============         =============



                             See accompanying notes to condensed financial statements.

                                                        -5-
</TABLE>



<PAGE>



REZCONNECT TECHNOLOGIES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(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, 2003 and the results of its operations and cash flows
for each of the three month periods ended March 31, 2003 and 2002. 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, 2002 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, 2003 are not necessarily
indicative of the results to be expected for the full year ending December 31,
2003.

2.     RECLASSIFICATION

The March 31, 2002 financial statements have been reclassified to conform to the
March 31, 2003 presentation. Such reclassifications had no effect on net income.

3.       GOODWILL

       The excess of cost over net assets acquired (goodwill) was being
       amortized on a straight-line basis over five years.

       On January 1, 2002, pursuant to Statement of Financial Accounting
       Standards No. 142, "Goodwill and Other Intangible Assets", amortization
       of goodwill was discontinued. The Company reviewed the remaining goodwill
       recorded and has deemed it to have no value based upon current economic
       conditions. Accordingly, the Company has recorded a charge for $153,400
       to the franchise and travel related management services segment of the
       Company.

       The following table presents adjusted net loss and loss per share data
       restated to include the retroactive impact of the adoption of SFAS No.
       142 for the year 2002:

                       Net loss as reported                     $ (1,837,140)
                       Add back: Goodwill amortization                    --

                       Pro forma net loss                         (1,837,140)
                       Loss per share as reported                       (.23)
                       Pro forma loss per share                         (.23)

4. 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 and 2002. Advertising expense is charged when the
advertising credits are utilized. An allowance of $500,000 was taken against the
receivable balance as of December 31, 2001 due to non-use of the advertising
credits and a dispute with the vendor over the terms of the agreement. Recently,
the Company discovered that the vendor is no longer in business. As such, an
impairment of $1,496,000 was recorded as of December 31, 2002. The Company
intends to vigorously pursue this matter in the near future but has elected to
record the impairment since the cable advertising placement company has ceased
operations and maybe judgement proof.


                                      -6-
<PAGE>



REZCONNECT TECHNOLOGIES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)

5.     SHAREHOLDERS' EQUITY

       On February 11, 2003, the Company's Board of Directors approved and
       ratified the issuance of 800,000 shares to Your Travel Biz, Inc. and
       200,000 shares to YTB Travel and Cruises, Ltd. in exchange for an
       exclusive contract to service the Company's web-sites and travel services
       over a 20-year period. In addition, the Company loaned YTB Travel and
       Cruises Ltd. and Your Travel Biz, Inc. $150,000. $100,000 was provided in
       cash and the remaining $50,000 was provided in credits against monthly
       billings. The loan will be repaid beginning December 1, 2003, in monthly
       installments of $10,000 including interest at 8% per annum.

       Common Stock Issued

During the quarters ended March 31, 2003 and 2002, the Company issued 1,000,000
and -0- shares of common stock, respectively, which were recorded at their fair
value at the time of issuance, as follows:

                                   Three Months Ended March 31,
                              2003                            2002
                  -----------------------------   -----------------------------
                   No. of Shares     Amount        No. of Shares      Amount
                   -------------  -------------    -------------   ------------

 Deferred costs    1,000,000      $     220,000             -      $         -
                   =========       ============      =========      ===========

         As of March 31, 2003 and December 31, 2002, common shares are reserved
for issuance as follows:

              Warrants

       Exercisable at $5.00 per share through December 2004            217,000
              Exercisable at $10.00 per share through November 2003    143,497

              Options

              Exercisable at various amounts through 2006 (weighted
                    average of $1.08 per share)                        475,000
                                                                       -------

                    Total                                              835,497
                                                                       =======

       A summary of stock option activity and weighted average exercise price
       for the year ended December 31, 2002 and the quarter ended March 31, 2003
       are as follows:
                                                                    Weighted
                                                                     Average
                                                  Options        Exercise Price
                                               ------------     --------------

           Outstanding, January 1, 2002             475,000        $      1.08
           Granted                                       -                  -
           Exercised                                     -                  -
           Forfeited/Cancelled                           -                  -
                                                 ----------

           Outstanding, December 31, 2002           475,000        $      1.08

           Granted                                       -         $        -
           Exercised                                     -         $        -
           Forfeited/Cancelled                           -         $        -
                                                 ----------

           Outstanding, March 31, 2003              475,000        $      1.08
                                                 ==========

           Exercisable at March 31, 2003            475,000        $      1.08
                                                 ==========


                                      -7-
<PAGE>


REZCONNECT TECHNOLOGIES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)

5.     SHAREHOLDERS' EQUITY (CONTINUED)

       A summary of stock options outstanding and exercisable as of December 31,
       2002 and March 31, 2003 are as follows:
<TABLE>
<CAPTION>
                                                   Options Outstanding                    Options Exercisable
                                         -------------------------------------   -------------------------------------
                                               Weighted            Weighted                             Weighted
          Exercise         Number               Average             Average          Number              Average
           Prices        Outstanding        Remaining Life         Exercise        Exercisable       Exercise Price
       -------------  -----------------  --------------------  ---------------   ---------------  --------------------
<S>          <C>             <C>               <C>                   <C>              <C>                 <C>
             $1.00           410,000           5 Years               $1.00            351,000             $1.00
             $2.00            65,000           5 Years               $2.00             45,000             $2.00
</TABLE>

6.       INCOME TAXES

       As a result of the Company's operating losses for the quarters ended
       March 31, 2003 and 2002, no current income taxes are provided.

       As of March 31, 2003, the Company has net deferred tax assets of
       approximately $1,890,000 which consists principally of the income tax
       benefits of net operating loss carryforwards of approximately $4,725,000
       which begin to expire in 2019. Due to the Company's history of operating
       losses, a valuation allowance in the amount of net deferred assets has
       been recorded.

7.     SEGMENT INFORMATION

       The Company currently operates in three business segments: providing and
       selling management services within the travel industry, including
       franchising activities, developing and commercializing Internet-based
       technology programs and on-line travel store services. For the three
       months ended March 31, 2002, the Company operated in two business
       segments due to the fact that the online travel store services segment
       was not in operations then.

       Summarized financial information concerning the Company's reportable
       segments is shown in the following table. The "other" column includes
       corporate items not specifically allocated to the segments.

<TABLE>
<CAPTION>
                                           Franchise
                                          and Travel                           Online
                                            Related         Internet           Travel
         Three Months Ended               Management       Technology           Store
           March 31, 2003                  Services         Programs          Services           Other             Total
       ----------------------------     -------------     -------------    -------------     -------------    -------------
<S>                                     <C>               <C>             <C>               <C>               <C>
       Revenues                         $     484,803     $          --   $       51,982    $           --    $     536,785
       Segment profit (loss)            $      17,498     $     (97,138)  $       (1,488)   $           --    $     (81,128)
       Total assets                     $     785,720     $     777,100   $      415,086    $      685,573    $   2,663,479
       Capital expenditures             $          --     $          --   $       10,000    $           --    $      10,000
       Depreciation and amortization    $          --     $      97,138   $       25,010    $           --    $     122,148
       Interest income                  $          --     $          --   $           --    $        5,622    $       5,622

                                                                             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>



                                      -8-
<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.

     REZconnect (R) Technologies, Inc. (the "Company") operations are comprised
of 3 divisions, which include an extension of its travel franchise system. The
extension markets itself as REZcity.com, an online local city guide and online
travel store. The other 2 divisions of the Company include our technology
section, which builds reservation systems using proprietary patent pending
applications for suppliers within the travel industry. The 3rd division builds
online travel stores within the travel industry.

     REZconnect's consumer driven websites provide strong content and
bookability with over 55 booking engines incorporated into one site, covering
all aspects of the travel industry. Sites are available for use 24 hours, 7 days
a week, allowing travel agents the ability to personally follow-up with the
online consumer and provide customer service.

     REZconnect typically charges $49 per month, on a non-contract basis, to own
and operate on an online travel site. If an agent signs a one year contract, the
cost is reduced and the agent only pays for 11 months of service. REZconnect
would like to offer ASTA members a discounted rate of $39 per month with the
same pre-payment plan described above. During the initial launch of the
REZconnect product, we would like to offer ASTA agencies a free one-month trial
before committing to a yearly contract. Agencies that pay month to month must
pay by credit card, while yearly contracts can be paid either by check or credit
card.

     Currently, there are over 1600 consumer websites in operation. Site owners
are permitted to solicit other organizations and associations to clone travel
sites allowing for site owners to earn more revenue. The fee associated with a
travel site clone is $25 per site, monthly.

     With the purchase of an online travel site, REZconnect will submit each
site to the major search engines twice a month, free of charge, utilizing a
proprietary program that captures each site's dynamic content, which will allow
the site to appear higher on the search listings.



                                      -9-
<PAGE>

     During 2002 the Company that guaranteed us delivery of advertising credits
for cable TV has ceased operations. As of December 31, 2002 REZconnect decided
after consulting with its legal counsel, to write-off 100% of this asset.
Further the Company decided to write-off its goodwill as it was deemed to be
worthless. Finally, the company recorded an allowance against its notes
receivable from franchisees and the corresponding deferred revenue balances, due
to the fact that the balances have not been paid for a few years. This
adjustment did not affect the Company's profit and loss for the year ended
December 31, 2002.

     REZcity is an online city guide for over 50,000 towns throughout the United
States providing a unique model for travel agencies to participate by licensing
the local community content with rights to sell advertising and e-commerce
solutions. The pricing of a local town of 25,000 in population is $1,000 for a
one-time fee and an annual hosting fee of $150.00

     We are the only company in this field offering every postal zip code in the
U.S. with strong rich content provided by over 100 sources, weather,
entertainment, sports, news, various information guides with yellow page
listings of over 15,000,000 businesses. This site is up and running and was
first available in 1998. REZconnect took over the site in 2002 and is currently
offering this product to companies within the travel community.

     Our franchisee fees range from $3,000 to $29,900 for domestic franchises
and from $50,000 to $350,000 for individual international territories. Yearly
service fees range from $2,000 to $9,000 per location. Commission rates paid by
travel suppliers have been approximately 10% for hotel reservations, 5-10% for
car rentals, and 10-15% for cruises and vacation packages. Airline tickets are a
non-commissionable item and revenues are earned from service fees, which range
from $10 to $35 per ticket.

     In-house sales personnel have generally handled marketing of franchisees.
All of the Company's franchised operations are independently owned and operated.
The Company operates two company-owned travel agencies. All sales of travel
products by the Company are made through its franchisees or through its
interactive web site. Operational expenses consist of franchise system sales and
support personnel, executive management and minimal administrative personnel.

     In 2003, REZconnect signed an exclusive, 20-year management agreement to
provide travel web site hosting for one of the Company's clients, "Your Travel
Biz, Inc." (YTB) a network marketing company offering its' members an
interactive consumer website from the Company. Further, all travel arrangements
from the online are serviced by a division of the Company. We currently host
3204 sites for YTB. Based on current projects supplied by YTB, the growth of new
sites should increase significantly over the next several years. In conjunction
with the signing of this agreement REZconnect issued YTB Travel and Cruise Ltd.
and YTB, 200,000 and 800,000 shares of stock respectively, as well as a $150,000
loan to be repaid in installments beginning in December 2003.



                                      -10-
<PAGE>

Results of Operations

     Three-months ended March 31, 2003 compared to the three-months ended March
31, 2002:

                                                             March 31, March 31,
                                                               2003     2002
                                                               ----     ----
Revenues

   Franchise fees                                             2.10%       2.80%
   Franchise service fees and other                          23.00%      28.40%
   Travel products and services                              65.20%      57.40%
   Advertising and other                                      0.00%      11.40%
           Online Travel Stores                               9.70%          0%
                                                            -------     -------
TOTAL REVENUES                                                 100%        100%
                                                            -------     -------

Operating Expenses
   Cost of travel products and services                      47.40%      49.70%
   Marketing and selling                                      2.90%       8.20%
   General and administrative                                42.00%      30.50%
        Depreciation and Amortization                        22.80%       1.20%
                                                            -------     -------
TOTAL OPERATING EXPENSES                                    115.10%      89.60%
                                                            -------     -------
  Income (loss) before other
   income and income taxes                                  (15.10%)     10.40%
   Other income - primarily
interest                                                      1.00%       0.00%
                                                            -------     -------
   Income (loss) before income taxes                        (14.10%)     10.40%
   Income taxes                                                 --          --
                                                             ------     -------
 Net income (loss)                                          (14.10%)     10.40%

Revenues

     Franchise fees declined by approximately $6,600 or 37% in the 2003
three-month period as compared to the 2002 three-month period. We believe that
the decline in market conditions is a continuation of the trend in franchising
overall, and has been exasperated by current economic conditions.

     Franchise service fees and other declined by approximately $59,000 or 32%
in the 2003 three-month period as compared to the 2002 three-month period. The
decline is attributable to a decline in the number of franchisees in the
franchise system, and declining travel worldwide.



                                      -11-
<PAGE>

     Travel products and services declined by approximately $19,000 or 5% in the
2003 three-month period as compared to the 2002 three-month period. Sales of
travel related products and services are correlated to the number of franchisees
in our system and the general demand for such products and services. As a result
of declines in both the demand for travel services and products, as well as the
number of franchisees in the system, revenues were adversely affected in 2003.

     Advertising and other revenues declined approximately $74,000 or 100% due
to the fact that the Company was not active in this area in 2003. On the other
hand revenues from online travel site have increased approximately $52,000 or
10% due to the fact, that this represents a new segment of income of the
Company.

Expenses

     The cost of travel related products and services declined approximately
$65,000 or 20% in the 2003 three-month period as compared to the 2002
three-month period as a result of lower related revenues. Such costs amounted to
approximately 47% of related revenues in the 2003 three-month period as compared
to 49% of related revenues in the 2002 three-month period.

     Marketing and selling expenses declined by approximately $37,000 in the
2003 period as compared to the 2002 period.

     General and administrative expenses increased by approximately $29,000 or
15% in the 2003 three-month period as compared to the 2002 three month period.
The increase relates to an increase in consulting, accounting, conferences and
internet expenses, all of which relate to the Company's increased efforts in the
online travel business.

     Depreciation expense increased approximately $115,000 in 2003 period as
compared to the 2002 period. Due to the fact that the Company began depreciating
capitalized software costs.

        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.



                                      -12-
<PAGE>

        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 ended March 31, 2003, operating activities
generated cash of approximately $70,000 compared to $59,000 for the three-month
period ended March 31, 2002.

        In 2003, we sold short-term investments of approximately $53,000.

        We believe that our cash and short term investments on March 31, 2003
and our anticipated cash flow from operations will be sufficient to meet our
obligations on a timely basis for the next 12 months.

Recently Issued Accounting Standards

The Financial Accounting Standards Board recently issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-lived Assets", which
addresses the financial accounting and reporting for the impairment or disposal
of long-lived assets. SFAS No. 144 supercedes SFAS No. 121 but retains
fundamental provisions of SFAS No. 121 for (a) recognition/measurement of
impairment of long-lived assets to be held and used and (b) measurement of
long-lived assets to be disposed of by sale. SFAS No. 144 also supercedes the
accounting/reporting provisions of Accounting Principles Board Opinion No. 30
for segments of a business to be disposed of but retains APB 30's requirement to
report discontinued operations separately from continuing operations and extends
that reports to a component of an entity that either has been disposed of or is
classified as held for sale. SFAS No. 144 is effective for fiscal years
beginning after December 15, 2001, and interim periods within those fiscal
years, with early application encouraged. The effect of the adoption of SFAS No.
144 effective July 1, 2002 did not impact the financial position, results of
operations or cash flows of the Company for the quarter ended March 31, 2003.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities". This statement nullifies EITF Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)". SFAS
No. 146 requires that a liability for costs associated with an exit or disposal
activity be recognized when the liability is incurred. The provisions of SFAS
No. 146 are effective for exit or disposal activities initiated after March 31,
2003 and thus will become effective for the Company on January 1, 2003. The
Company will continue to apply the provisions of EITF Issue 94-3 to any exit
activities that have been initiated under an exit plan that met the criteria of
EITF Issue No. 94-3 before the adoption of SFAS No. 146. The adoption of SFAS
No. 146 did not impact the financial position, results of operations or cash
flows of the Company for the quarter ended March 31, 2003.

In December 2001, the American Institute of Certified Public Accountants issued
Statement of Position ("SOP") 01-6, "Accounting by Certain Entities (Including
Entities with Trade Receivables) That Lend to or Finance the Activities of
Others." The SOP applies to any entity that lends to or finances the activities
of others, and specifies accounting and disclosure requirements for entities
that extend trade credit to customers and also provides specific guidance for
other types of transactions specific to certain financial institutions. The SOP
is effective for the Company beginning July 1, 2003 and the Company does not
believe the recognition and measurement provisions within this SOP will result
in a change in practice for its trade receivables or any other activities of the
Company. The SOP also provides certain presentation and disclosure changes for
entities with trade receivables as part of the objective of requiring consistent
accounting and reporting for like transactions, which the Company intends to
include in its disclosures upon adoption.



                                      -13-
<PAGE>

In December 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure" ("SFAS 148"). SFAS 148 provides
alternative methods of transition for a voluntary change to the fair value
method of accounting for stock-based employee compensation as originally
provided by SFAS No. 123 "Accounting for Stock-Based Compensation".
Additionally, SFAS 148 amends the disclosure requirements of SFAS 123 to require
prominent disclosure in both the annual and interim financial statements about
the method of accounting for stock-based compensation and the effect of the
method used on reported results. The transitional requirements of SFAS 148 are
effective for all financial statements for fiscal years ending after December
15, 2002. We adopted the disclosure portion of this statement for the current
quarter ended March 31, 2003. The application of the disclosure portion of this
standard will have no impact on our financial position or results of operations.

On April 22, 2003, the FASB determined that stock-based compensation should be
recognized as a cost in the financial statements and that such cost be measured
according to the fair value of the stock options. The FASB has not as yet
determined the methodology for calculating fair value and plans to issue an
exposure draft letter this year that could become effective in 2004. We will
continue to monitor communications on this subject from the FASB in order to
determine the impact on the Company's financial statements.

ITEM 3 - CONTROLS AND PROCEDURES

            Evaluation of disclosure controls and procedures

            Our chief executive officer and chief financial officer have
reviewed and evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-14 and 15d-14 under the Securities Exchange
Act of 1934 (the "Exchange Act"), as of a date within ninety days before the
filing of this quarterly report. Based on that evaluation, the chief executive
officer and chief financial officer have concluded that our current disclosure
controls and procedures are effective to ensure that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized, and reported within the time periods specified
in the Commission's rules and forms.

            Changes in internal controls

            There have not been any significant changes in our internal controls
or in other factors that could significantly affect these controls subsequent to
the date of their evaluation. There were no significant deficiencies or material
weakness in the internal controls, and therefore no corrective actions were
taken.



                                      -14-
<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
            Not applicable

ITEM 5 - OTHER INFORMATION
            None

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

        a)       Not applicable
        b)       Reports on Form 8-K

         On February 11, 2003 the Company filed a report regarding the issuance
of 200,000 and 800,000 shares of common stock to YTB Travel Cruise Ltd. and
Yourtravelbiz. Inc. in connection with the signing of a long term web servicing
agreement for a twenty (20) year period.


                                   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, Chief Executive Officer
                                    Dated: May 14, 2003


                                    /s/ Derek J. Brent
                                    -------------------------------------------
                                    Derek J. Brent, Chief Financial Officer
                                    Dated: May 14, 2003



         This Form 10-QSB contains summary financial information extracted from
the financial statements for the quarterly period ending March 31, 2003 and is
qualified in its entirety by reference to such financial statements.


                                      -15-
<PAGE>



                  CERTIFICATION PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002


I, Michael Y. Brent, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Rezconnect
     Technologies, Inc.

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to make the statements made, in light
     of the circumstances under which such statements were made, not misleading
     with respect to the period covered by this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.       The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

     a.   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, is made known to us
          by others within those entities, particularly during the period in
          which this quarterly report is being prepared;

     b.   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filling date
          of this quarterly report ("Evaluation Date") ;and

     c.   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date.


5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

               a. All significant deficiencies in the design or operation of
          internal control which could adversely affect the registrant's ability
          to record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weakness in
          internal controls; and

               b. Any fraud, whether or not material, that involves management
          or other employees who have a significant role in the registrant's
          internal controls; and


6.   The registrant's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could subsequently affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date May 14, 2003


/s/  Michael Y. Brent
Michael Y. Brent,
Chief Executive Officer


                                      -16-
<PAGE>


                  CERTIFICATION PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002


I, Derek J. Brent, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Rezconnect
     Technologies, Inc.

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to make the statements made, in light
     of the circumstances under which such statements were made, not misleading
     with respect to the period covered by this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.       The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

     a.   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, is made known to us
          by others within those entities, particularly during the period in
          which this quarterly report is being prepared;

     b.   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filling date
          of this quarterly report ("Evaluation Date") ;and

     c.   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date.


5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

               a. All significant deficiencies in the design or operation of
          internal control which could adversely affect the registrant's ability
          to record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weakness in
          internal controls; and

               b. Any fraud, whether or not material, that involves management
          or other employees who have a significant role in the registrant's
          internal controls; and


6.   The registrant's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could subsequently affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date May 14, 2003


/s/  Derek J. Brent
Derek J. Brent,
Chief Financial Officer, Rezconnect Technologies, Inc.



                                      -17-