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 September 30, 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 September 30, 2003 10,462,983


     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 90 days. Yes[X]No[ ].
<PAGE>

                         REZConnect Technologies, Inc.
                          (formerly Etravnet.com, Inc.)
                                   FORM 10-QSB
                      NINE MONTHS ENDED SEPTEMBER 30, 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.................................10

Item 3.  Controls and Procedures.............................................15

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.......................................................16
            Certifications...................................Exhibits 31 and 32


                                       2
<PAGE>

                         REZCONNECT TECHNOLOGIES, INC.

                            CONDENSED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                    September 30,          December 31,
                                                                                        2003                  2002
                                                                                    -------------         -------------
                                                                                     (Unaudited)
CURRENT ASSETS
<S>                                                                                     <C>                   <C>
     Cash and cash equivalents                                                      $      35,035         $      63,318
     Short-term investments                                                               604,466               711,520
     Accounts receivable, less allowance for doubtful
         accounts of $74,061 and $71,257 as of
     September 30, 2003 and December 31, 2002, respectively                               265,801               270,806
     Current portion of loan receivable                                                   150,000                     -
     Current portion of notes receivable                                                        -                76,281
                                                                                    -------------         -------------

              Total Current Assets                                                      1,055,302             1,121,925
                                                                                    -------------         -------------

OTHER ASSETS
     Capitalized software costs, at cost, less accumulated
         amortization of $622,890 and $311,445 as of
         September 30, 2003 and December 31, 2002                                         699,816               934,334
     Deferred costs, at cost, less accumulated amortization
         of $54,999 as of September 30, 2003                                              165,001                     -
     Notes receivable, less current portion                                               558,138               440,641
     Security deposits and other assets                                                    18,800                21,313
                                                                                    -------------         -------------

              Total Other Assets                                                        1,441,755             1,396,288
                                                                                    -------------         -------------

              TOTAL ASSETS                                                          $   2,497,057         $   2,518,213
                                                                                    =============         =============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable and accrued expenses                                          $      99,787                81,612
     Deferred revenue                                                                           -                76,281
     Current maturities of long term debt                                                  16,152                 2,893
                                                                                    -------------         -------------

              Total Current Liabilities                                                   115,939               160,786
                                                                                    -------------         -------------

OTHER LIABILITIES
     Long term debt, less current maturities                                              308,348               321,607
     Deferred revenue                                                                     558,138               440,641
     Security deposits payable                                                             33,656                42,627
                                                                                    -------------         -------------

              Total Other Liabilities                                                     900,142               804,875
                                                                                    -------------         -------------

              Total Liabilities                                                         1,016,081               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; 10,462,983 shares
         issued and outstanding                                                            10,462                 9,362
     Additional paid-in capital                                                         6,439,863             6,198,963
     Accumulated deficit                                                               (4,969,349)           (4,655,773)
                                                                                    -------------         -------------
              Total Shareholders' Equity                                                1,480,976             1,552,552
                                                                                    -------------         -------------

              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                            $   2,497,057         $   2,518,213
                                                                                    =============         =============

</TABLE>

            See accompanying notes to condensed financial statements.

                                       3
<PAGE>



                          REZCONNECT TECHNOLOGIES, INC.

                       CONDENSED STATEMENTS OF OPERATIONS

         NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                   Three Months Ended                     Nine Months Ended
                                                                      September 30,                         September 30,

                                                                 2003              2002                2003             2002
                                                            ---------------  ---------------     ---------------   ---------------
Revenues
<S>                                                         <C>              <C>                 <C>               <C>
     Franchise fees                                         $         9,150  $           750     $        64,016   $        19,294
     Franchisee service fees and other                              111,925          152,608             350,657           523,100
     Travel services and products                                   290,095          369,852             999,540         1,207,817
     Online Travel Income                                            72,641           21,000             181,430            21,000
     Advertising and other                                                -            8,955                   -            96,348
                                                            ---------------  ---------------     ---------------   ---------------

         Total Revenues                                             483,811          553,165           1,595,643         1,867,559
                                                            ---------------  ---------------      --------------    -------------
Operating Expenses
     Cost of travel services and products                           250,344          314,367             820,990         1,129,475
     Marketing and selling                                           21,695           23,840              51,709            95,677
     General and administrative                                     245,433          104,190             685,526           530,900
     Depreciation and amortization                                  122,148          115,983             366,444           233,033

         Total operating expenses                                   639,620          558,380           1,924,669         1,989,085
                                                            ---------------  ---------------      --------------     -------------
         Loss from operations                                      (155,809)          (5,215)           (329,026)         (121,526)
                                                            ---------------  ---------------      --------------    -------------
Interest income                                                       8,463                -              15,249                 -
                                                            ---------------  ---------------      --------------     -------------

         Loss before income taxes                                  (147,346)          (5,215)           (313,777)         (121,526)

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


         Net loss                                                  (147,346)          (5,215)          (313,777)         (121,526)

Preferred dividends                                                       -            5,300                  -            40,946
                                                            ---------------  ---------------      -------------     -------------

         Net loss applicable to
              common shareholders                           $      (147,346) $       (10,515)    $      (313,777)  $      (162,472)
                                                            ===============  ===============     ===============   ===============
Loss Per Common Share:

     Weighted average number of common
         shares outstanding                                      10,227,788        7,788,985          10,227,788         7,620,019
                                                            ===============  ===============     ===============   ===============
     Basic and diluted loss
         per share available to common
         shareholders                                       $          (.01)     $      (.00)    $          (.03)  $         (.02)
                                                            ===============  ===============     ===============   ==============
</TABLE>



     See accompanying notes to condensed financial statements.

                                       4
<PAGE>


                         REZCONNECT TECHNOLOGIES, INC.

                       CONDENSED STATEMENTS OF CASH FLOWS

                  NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                        2003                  2002
                                                                                    -------------         -------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                 <C>                  <C>
     Net loss                                                                       $   (313,777)         $    (121,526)
     Adjustments to reconcile net loss to net
         cash provided by operating activities:
              Depreciation and amortization                                               366,444               233,033
     Changes in assets and liabilities:
                  Accounts receivable                                                       5,005               (70,616)
                  Notes receivable                                                        (41,216)              (79,208)
                  Security deposits and other assets                                        2,513               (51,471)
                  Accounts payable and accrued expenses                                    18,376                57,388
                  Security deposits payable                                                (8,971)                    -
                  Deferred revenue                                                         41,216                79,208
                                                                                    -------------         -------------
                  Total adjustments                                                       383,367               168,334
                                                                                    -------------         -------------

                  Net cash provided by operating activities                                69,590                46,808
                                                                                    -------------         -------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Payment for software license and development costs                                   (54,927)              (53,896)
     Redemption (acquisition) of short-term investments                                   107,054              (286,955)
                                                                                    -------------         -------------
                  Net cash provided (used) by investing activities                         52,127              (340,851)
                                                                                    -------------         -------------
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                                      (28,283)               30,457

              CASH AND CASH EQUIVALENTS - beginning                                        63,318                41,321
                                                                                    -------------         -------------

              CASH AND CASH EQUIVALENTS - end                                       $      35,035         $      71,778
                                                                                    =============         =============

NON-CASH INVESTING AND FINANCING ACTIVITIES
     Conversion of Preferred Stock into Common Stock:
         Preferred stock                                                            $           -         $        (133)
         Additional paid-in-capital                                                 $           -         $       1,148
         Common stock                                                               $           -         $       1,281


     Stock distribution                                                             $           -         $       1,845
     Preferred stock dividends paid in
         Common stock                                                               $           -         $      40,946
     Issuance of 1,100,000 common shares                                            $     242,000         $           -
                                                                                    =============         =============

</TABLE>

           See accompanying notes to condensed financial statements.
                                       5
<PAGE>


                         REZCONNECT TECHNOLOGIES, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED SEPTEMBER 30, 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  September  30, 2003 and the results of its  operations  and
     cash flows for each of the nine months periods ended September 30, 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 nine months ended  September
     30, 2003 are not  necessarily  indicative of the results to be expected for
     the full year ending December 31, 2003.

     Recent Accounting Pronouncements

     In January 2003, the Financial  Accounting  Standards Board ("FASB") issued
     Interpretation  No. 46,  "Consolidation  of Variable Interest Entities - an
     Interpretation of ARB No. 51" ("FIN 46"), which addresses  consolidation of
     variable interest  entities.  FIN 46 expands the criteria for consideration
     in determining whether a variable interest entity should be consolidated by
     a business entity, and requires existing  unconsolidated  variable interest
     entities (which include,  but are not limited to, Special Purpose Entities,
     or SPEs) to be consolidated by their primary  beneficiaries if the entities
     do  not   effectively   disperse   risks  among  parties   involved.   This
     interpretation  applies  immediately to variable  interest entities created
     after  January  31,  2003,  and to variable  interest  entities in which an
     enterprise  obtains an  interest  after that date.  It applies in the first
     fiscal year or interim  period  beginning  after  September  15,  2003,  to
     variable interest entities in which an enterprise holds a variable interest
     that it acquired  before  February 1, 2003.  The  adoption of FIN 46 is not
     expected  to  have a  material  impact  on the  results  of  operations  or
     financial position of the Company.

     In May 2003,  the FASB issued  Statement of Financial  Accounting  Standard
     "(SFAS") No. 149, "Amendment of Statement 133 on Derivative Instruments and
     Hedging  Activities."  SFAS No.  149 amends and  clarifies  accounting  for
     derivative  instruments,  including certain derivative instruments embedded
     in other contracts, and for hedging activities under SFAS No. 133. SFAS No.
     149 is effective for contracts entered into or modified after September 30,
     2003 and for hedging relationships designated after September 30, 2003. The
     Company  does not  believe  that the  adoption  of SFAS No. 149 will have a
     material impact on its financial statements.

     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
     Financial Instruments with Characteristics of both Liabilities and Equity."
     SFAS No. 150 establishes  standards for how companies classify and measures
     certain financial  instruments with characteristics of both liabilities and
     equity.  It requires  companies to classify a financial  instrument that is
     within its scope as a liability (or an asset in some  circumstances).  SFAS
     No. 150 is effective  beginning with the second quarter of fiscal 2004; the
     Company  does not believe the adoption of SFAS No. 150 will have a material
     impact on its financial statements.

2.   RECLASSIFICATION

     The September  30, 2002  financial  statements  have been  reclassified  to
     conform to the September 30, 2003 presentation.  Such reclassifications had
     no effect on net income.

                                       6
<PAGE>


                          REZCONNECT TECHNOLOGIES, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (UNAUDITED)

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.

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 was to be repaid beginning  December 1, 2003, in monthly  installments
     of $10,000  including  interest at 8% per annum.  However  Your Travel Biz,
     Inc. and YTB Travel And Cruises,  Ltd., elected to repay the amount in full
     in November 2003.

     Common Stock Issued

     During the nine  months  ended  September  30,  2003 and 2002,  the Company
     issued the following  shares of common stock,  which were recorded at their
     fair value at the time of issuance:

                                       7
<PAGE>



                          REZCONNECT TECHNOLOGIES, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (UNAUDITED)

5.   SHAREHOLDERS' EQUITY (CONTINUED)

     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.

     Also, in April 2002,  the Company  issued 132,420 shares of common stock to
     employees in connection  with their  employment  for the three months ended
     March 31, 2002. The compensation related to the shares was accrued at March
     31, 2002.

     In  September  2002,  preferred   shareholders  agreed  to  convert  90,926
     preferred  shares into 636,482 shares of common stock, in addition,  89,115
     shares of common stock were issued to preferred shareholders as a dividend.

     In February  2003,  the Company  issued  800,000 and 200,000 shares to Your
     Travel Biz, Inc. and YTB Travel and Cruises,  LTD. respectively in exchange
     for a 20 year service contract (see above).

     In April and September  2003,  The Company  issued 50,000 and 30,000 shares
     respectively  to a vendor in  payment  for  software  development  services
     rendered.

     In September  2003,  20,000 shares were issued to a vendor for the creation
     of an infomercial.

     As of September 30, 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 nine months ended  September  30,
     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                                    -          $        -

                                       8
<PAGE>


                          REZCONNECT TECHNOLOGIES, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (UNAUDITED)
<TABLE>
<CAPTION>

<S>                                                <C>              <C>
       Forfeited/Cancelled                               -          $    -

       Outstanding, September 30, 2003             475,000          $ 1.08
                                                   =======          =======

       Exercisable at September 30, 2003           475,000          $ 1.08
                                                   =======          =======

</TABLE>

     A summary of stock options  outstanding  and exercisable as of December 31,
     2002 and September 30, 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 nine months  ended
     September 30, 2003 and 2002, no current income taxes are provided.

     As of  September  30,  2003,  the  Company has net  deferred  tax assets of
     approximately  $1,988,000  which  consists  principally  of the  income tax
     benefits of net operating loss carry forwards of  approximately  $4,970,000
     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

     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>



      Nine Months Ended             Franchise and Travel       Internet         Online Travel        Other         Total
      September 30, 2003             Related Management       Technology       Store Services
                                          Services             Programs
      ------------------            --------------------    -------------      ---------------    ----------- -----------
<S>                                 <C>                     <C>                <C>                <C>         <C>
      Revenues                      $    1,414,213          $         -        $    181,430       $       -   $ 1,595,643
      Segment profit (loss)         $     (123,480)         $  (291,413)       $     85,867       $       -   $  (329,026)
      Total assets                  $      841,739          $   628,689        $    386,128       $ 640,501   $ 2,497,057
      Capital expenditures          $            -          $         -        $     76,927               -   $    76,927
      Depreciation and              $            -          $   291,413        $     75,031               -   $   366,444
        amortization
      Investment income             $            -          $         -        $          -       $  15,249   $    15,249
</TABLE>

                                       9
<PAGE>


                                           REZCONNECT TECHNOLOGIES, INC.

                                        CONDENSED STATEMENTS OF CASH FLOWS

                                   NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                                    (UNAUDITED)
<TABLE>
<CAPTION>

      Nine Months Ended                 Franchise and           Internet         Online Travel       Other         Total
      September 30, 2002                Travel Related         Technology            Store
                                     Management Services        Programs            Services
      ------------------            --------------------    -------------      ---------------    ----------- -----------
<S>                                  <C>                    <C>                 <C>               <C>         <C>
      Revenues                      $    1,846,559                    -         $    21,000       $       -   $ 1,867,559
      Segment profit (loss)         $      (77,704)         $   (64,822)        $    21,000       $       -   $  (121,526)
      Total assets                  $    2,869,916          $ 1,007,099         $         -       $ 859,468   $ 4,736,483
      Capital expenditures          $            -          $    45,548         $         -       $       -   $    45,548
      Depreciation andamortization  $            -          $   233,033         $         -       $       -   $   233,033
      Investment income             $            -          $         -         $         -       $       -   $         -

</TABLE>


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 "Bookmytravel.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. The first division is 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 for consumers of travel agents, as well as
Super Sites for Travel Agents to book their clients travel. REZconnect
Technologies, Inc. has signed contracts with numerous Consortium groups to build
online super sites for their agent base. Contracts that have been signed
include: Hickory Leisure, InteleTravel, OSSN, ARTA, GTM and the IT Group.

            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 now offers CLIA members a discounted rate of $39 per month with the
same pre-payment plan described above. In addition, we offer CLIA 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 4,000 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.

                                       10
<PAGE>


            REZcity is an online city guide and online travel store for over
53,000 towns throughout the United States providing a unique model for
entrepreneurs and 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, including
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.

            To date, REZconnect has signed 196 Single Unit franchises, 3 Area
Representative Units and 4 Master Units. A single unit franchise consists of a
single town or zip code with a population of 25,000 or less. Franchisees are
required to sell e-commerce and advertising solutions, to earn revenue, within
their purchased territory and market their website to local residents residing
in the community. An Area Representative owns a minimum of 20 Franchise units in
which he/she is responsible for the same tasks as a single unit franchise owner,
however they represent a larger territory. A Master owns a minimum of 600
Franchise units. A Master's primary role is to sell individual franchise units
and Area Representative Units. A Master earn revenue by Franchise sales as well
as by sales created by franchisees within their master territory selling
e-commerce and advertising solutions.

            Revenues from the sale of Area Representative Units and Master Units
Franchisees are not usually recorded in our financial statement based on our
accounting policy regarding the recognition of franchise revenues until services
have been rendered and substantial doubt of collectability has been eliminated,
usually upon receipt of payment. As of September 30, 2003, $25,000 collected
from the sale of a Master Unit was recognized as revenue.

            Our brick and mortar 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.

            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.

            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." and "YTB Travel And Cruise LTD" (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 over 2900 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 Your Travel Biz,
Inc., 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. YTB elected to
repay the $150,00 loan in full in November 2003.

                                       11
<PAGE>


Results of Operations

            Three-months and nine months ended September 30, 2003 compared to
the three-months and nine months ended September 30, 2002:
<TABLE>
<CAPTION>

                                             Three Month's Ended             Nine Month's Ended
                                          September 30,   September 30,    September 30,  September 30,
                                               2003           2002             2003           2002
                                            ---------       ---------        ---------      ---------
Revenues

<S>                                            <C>          <C>                 <C>            <C>
   Franchise fees .........................      1.9%            0.1%             4.0%           1.0%
   Franchise service fees and other .......     23.1%           27.6%            22.0%          28.0%
   Travel products and services ...........     60.0%           66.9%            62.6%          64.7%
   Advertising and other ..................      0.0%            1.6%             0.0%           5.2%
   Online Travel Stores ...................     15.0%            3.8%            11.4%           1.1%
                                            ---------       ---------        ---------      ---------
TOTAL REVENUES ............................      100%            100%             100%           100%
                                            ---------       ---------        ---------      ---------

Operating Expenses
   Cost of travel products and services ...     51.7%           56.8%            51.7%          60.5%
   Marketing and selling ..................      4.5%            4.3%             3.2%           5.1%
   General and administrative .............     50.7%           18.8%            43.0%          28.4%
        Depreciation and Amortization .....     25.2%           21.0%            23.0%          12.5%
                                            ---------       ---------        ---------      ---------
TOTAL OPERATING EXPENSES ..................    132.1%          100.9%           120.7%         106.5%
                                            ---------       ---------        ---------      ---------
  Income (loss) before other
  income and income taxes .................    -32.1%           -0.9%           -20.7%          -6.5%
  Other income - primarily interest .......      1.7%            0.0%             1.0%           0.0%
                                            ---------       ---------        ---------      ---------
  Income (loss) before income taxes .......    -30.4%           -0.9%           -19.7%          -6.5%
  Income taxes ............................       --               --               --             --
                                            ---------       ---------        ---------      ---------
 Net income (loss) ........................    -30.4%           -0.9%           -19.7%          -6.5%



</TABLE>


                      THREE MONTHS ENDED SEPTEMBER 30, 2003
              AS COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2002

Revenues

            Franchise fees increased by approximately $8,400 in the 2003
three-month period as compared to the 2002 three-month period. The increase is
mostly due to the increase in sale of internet franchises.

            Franchise service fees and other declined by approximately $41,000
or 27% 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 brick and
mortar franchisees in the franchise system, and declining travel worldwide.

            Travel products and services declined by approximately $80,000 or
22% 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
brick and mortar 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 $9,000 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 246% due to the fact, that this represents a new segment of income of the
Company.

                                       12
<PAGE>


Expenses

            The cost of travel related products and services declined
approximately $64,000 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 52% of revenues in the 2003 three-month period as
compared to 57% of related revenues in the 2002 three-month period.

        Marketing and  selling  expenses  declined by  approximately  $2,100 in
the 2003 period as compared to the 2002 period.

            General and administrative expenses increased by approximately
$142,000 or 136% 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 $6,000 in 2003 period
as compared to the 2002 period. Due to the fact that the Company continues to
capitalize and depreciate newly added capitalized software costs.

                      NINE MONTHS ENDED SEPTEMBER 30, 2003
               AS COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2002

Revenues

            Franchise fees increased by approximately $45,000 in the 2003
nine-month period as compared to the 2002 nine-month period. The increase is
related due to an increase in sale of internet franchises.

            Franchise service fees and other declined by approximately $172,000
or 33% in the 2003 nine-month period as compared to the 2002 nine-month period.
The decline is attributable to a decline in the number of franchisees in the
brick and mortar franchise system, and declining travel worldwide.

            Travel products and services declined by approximately $209,000 or
17% in the 2003 nine-month period as compared to the 2002 nine-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 $96,000 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
$160,000 or 764% due to the fact, that this represents a new segment of income
of the Company.

                                       13
<PAGE>


Expenses

            The cost of travel related products and services declined
approximately $309,000 or 27% in the 2003 nine-month period as compared to the
2002 nine-month period as a result of lower related revenues. Such costs
amounted to approximately 52% of related revenues in the 2003 nine-month period
as compared to 61% of related revenues in the 2002 nine-month period.

            Marketing and selling  expenses  declined by  approximately  $44,000
in the 2003 period as compared to the 2002 period.

            General and administrative expenses increased by approximately
$155,000 or 29% in the 2003 nine-month period as compared to the 2002 nine-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 $133,000 in 2003 period
as compared to the 2002 period. Due to the fact that the Company began
depreciating capitalized software costs in the second quarter of 2002.

Variability of Results

        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.

                                       14
<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

        During the nine-months ended September 30, 2003, operating activities
generated cash of approximately $69,000 compared to $47,000 for the nine-month
period ended September 30, 2002.

        In 2003, we sold short-term investments of approximately $107,000.

        We believe that our cash and short term investments on September 30,
2003 and our anticipated cash flow from operations will be sufficient to meet
our obligations on a timely basis for the next 12 months.

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.

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
         1. Not  applicable
         2. Reports on Form 8-K

                                       15
<PAGE>


         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, CEO
                                    Dated: November 13, 2003


                                    /s/ Derek J. Brent
                                    --------------------------------------------
                                    Derek J. Brent, CFO
                                    Dated: November 13, 2003

         This Form 10-QSB contains summary financial information extracted from
the financial statements for the nine months ended September 30, 2003 and is
qualified in its entirety by reference to such financial statements.



                                       16
<PAGE>