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

                                     AMENDED
                                    FORM 10-Q


[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
           Act of 1934 for the quarterly period ended March 31, 2001

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
  Act of 1934 For the transition period from _______________ to ______________
                         Commission File Number: 0-18412

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

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

                                   11-2602120
                      (IRS Employer Identification Number)

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

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


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


                  Number of Shares Outstanding of Common Stock,
                    $.001 Par Value, March 31, 2001 5,620,379


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the  Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90days. Yes[X]No[ ].



<PAGE>




















                               ETRAVNET.COM, INC.

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                             MARCH 31, 2001 AND 2000
                                   (UNAUDITED)




<PAGE>


<TABLE>


                                                  ETRAVNET.COM, INC.

                                        CONDENSED CONSOLIDATED BALANCE SHEETS

                                                        ASSETS

<S>                                                                               <C>                   <C>
                                                                                      March 31,            December 31,
                                                                                        2001                  2000
                                                                                  -----------------     -----------------
                                                                                     (Unaudited)
CURRENT ASSETS
     Cash and cash equivalents                                                      $       208,937       $        30,970
     Short-term investments                                                                 848,372             1,031,218
     Accounts receivable, less allowance for doubtful
         accounts of $67,300                                                                373,534               374,088
     Prepaid expenses and other current assets                                               79,953                71,079
                                                                                      -------------         -------------

              Total Current Assets                                                        1,510,796             1,507,355
                                                                                      -------------         -------------

PROPERTY AND EQUIPMENT, at cost, less accumulated
     depreciation                                                                            35,586                43,085
                                                                                      -------------         -------------

OTHER ASSETS
     Prepaid advertising                                                                  1,996,000             1,996,000
     Goodwill, less accumulated amortization                                                176,400               187,900
     Deferred software license and related development costs                              1,215,651             1,217,651
     Notes receivable, less current portion                                                 855,678               870,622
     Security deposits and other                                                             78,750                81,847
                                                                                      -------------         -------------

              Total Other Assets                                                          4,322,479             4,354,020
                                                                                      -------------         -------------

              TOTAL ASSETS                                                          $     5,868,860       $     5,904,460
                                                                                      =============         =============

                      LIABILITIES AND SHAREHOLDERS' EQUITY


CURRENT LIABILITIES
     Accounts payable and accrued expenses                                          $       301,943       $       316,866
     Deferred revenue                                                                        75,000                69,222
                                                                                      -------------         -------------

              Total Current Liabilities                                                     376,943               386,088
                                                                                      -------------         -------------

OTHER LIABILITIES
     Deferred revenue                                                                       864,843               870,622
     Security deposits                                                                      162,057               162,057
                                                                                      -------------         -------------

              Total Other Liabilities                                                     1,026,900             1,032,679
                                                                                      -------------         -------------

              Total Liabilities                                                           1,403,843             1,418,767
                                                                                      -------------         -------------

SHAREHOLDERS' EQUITY
     Preferred stock; $.001 par value; 5,000,000 shares
         authorized; 143,497shares issued and outstanding                                       143                   143
     Common stock, $.001 par value; 20,000,000 shares
         authorized; 5,620,379 shares
         issued and outstanding                                                               5,620                 5,620
     Additional paid-in capital                                                           5,974,074             5,974,074
     Accumulated deficit                                                                 (1,514,820)           (1,494,144)
                                                                                      -------------         -------------

              Total Shareholders' Equity                                                  4,465,017             4,485,693
                                                                                      -------------         -------------

              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                            $     5,868,860       $     5,904,460
                                                                                      =============         =============




                                See accompanying notes to condensed consolidated financial statements.

                                                               -1-
</TABLE>

<PAGE>
<TABLE>



                                                          ETRAVNET.COM, INC.

                                          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                              THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                                            (UNAUDITED)



<S>                                                                                <C>                    <C>
                                                                                          2001                  2000
                                                                                    ---------------       ---------------
Revenues
     Franchise fees                                                                 $        45,690       $        40,900
     Franchisee service fees and other                                                      257,792               262,185
     Travel services and products                                                           691,988               934,106
     Other                                                                                       -                 57,471
                                                                                      -------------         -------------

         Total Revenues                                                                     995,470             1,294,662
                                                                                      -------------         -------------

Operating Expenses
     Cost of travel services and products                                                   614,128               848,955
     Marketing and selling                                                                  158,519               233,099
     General and administrative                                                             253,880               595,917
                                                                                      -------------         -------------

         Total operating expenses                                                         1,026,527             1,677,971
                                                                                      -------------         -------------

         Income (loss) from operations                                                      (31,057)             (383,309)

Interest income                                                                              10,381                14,149
                                                                                      -------------         -------------

         Income (loss) before income taxes                                                  (20,676)             (369,160)

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

         Net income (loss)                                                                  (20,676)             (369,160)

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

     Comprehensive income (loss)                                                    $       (20,676)      $      (366,557)
                                                                                      =============         =============


Earnings (loss) Per Share:

     Weighted average common
         shares outstanding                                                               5,620,379             5,421,398
                                                                                      =============         =============

     Basic and diluted earnings (loss) per share                                    $          (.01)      $         (.07)
                                                                                     ==============         ============



                                See accompanying notes to condensed consolidated financial statements.

                                                               -2-
</TABLE>

<PAGE>
<TABLE>


                                                          ETRAVNET.COM, INC.

                                            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                              THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                                             (UNAUDITED)



<S>                                                                                 <C>                   <C>


                                                                                          2001                  2000
                                                                                      -------------         -------------

CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                                       $      (20,676)       $      (369,160)
                                                                                      -------------         -------------
     Adjustments to reconcile net loss to net
         cash provided by operating activities:
              Stock-based compensation                                                           -                 34,000
              Depreciation and amortization                                                  21,000                19,000
              Changes in assets and liabilities:
                  Accounts receivable                                                           554                56,930
                  Prepaid expenses and other current assets                                  (8,875)                   -
                  Other assets                                                               18,041                    -
                  Accounts payable and accrued expenses                                     (14,923)              227,531
                  Deferred revenue                                                               -                (22,000)
                                                                                      -------------         -------------

                  Total adjustments                                                          15,797               315,461
                                                                                      -------------         -------------

                  Net cash used by operating activities                                      (4,879)              (53,699)
                                                                                      -------------         -------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Sale of short-term investments                                                         182,846               126,535
     Payments for software development costs                                                     -                (39,082)
                                                                                      -------------         -------------

                  Net cash provided by investing activities                                 182,846                87,453
                                                                                      -------------         -------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Collection of notes receivable                                                              -                 22,487
                                                                                      -------------         -------------

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

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                   177,967                56,241

CASH AND CASH EQUIVALENTS - beginning                                                        30,970                19,813
                                                                                      -------------         -------------

CASH AND CASH EQUIVALENTS - end                                                     $       208,937       $        76,054
                                                                                      =============         =============



                                See accompanying notes to condensed consolidated financial statements.

                                                               -3-
</TABLE>

<PAGE>



                               ETRAVNET.COM, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                   THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (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, 2001 and the results of its operations
       and cash flows for each of the three month  periods  ended March 31, 2001
       and 2000. These statements are condensed and therefore do not include all
       of  the  information  and  footnotes   required  by  generally   accepted
       accounting principles for complete financial  statements.  The statements
       should be read in  conjunction  with  financial  statements and footnotes
       included  in the  Company's  financial  statements  and  footnotes  as of
       December 31, 2000 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, 2001 are not  necessarily  indicative of the
       results to be expected for the full year ending December 31, 2001.


2.     PREPAID ADVERTISING

       In February  2000,  the Company  purchased  approximately  $2,021,000  of
       advertising  time in various  markets  located  through the United States
       through the issuance of 207,289  shares of its Common Stock.  These media
       placement   costs  for  each  specific   market  are  expensed  when  the
       advertisement first appears in that market.


3.     CONTINGENCIES

       Legal Proceedings

       In a lawsuit filed in Indiana, on June 21, 1999, JCB Enterprises ("JCB"),
       a franchisee of the Company is seeking money damages in excess of $80,000
       for alleged violations of the Indiana Franchise Act and Indiana Deceptive
       Franchise  Practices  Act,  for  common  law  fraud,  rescission  of  the
       Franchise Agreement between the Company and JCB, as well as a declaratory
       judgment on whether a  partnership  existed  between JCB and the Company.
       JCB filed for bankruptcy protection and JCB's interest in the lawsuit has
       been transferred to JCB's bankruptcy trustee.  The trial is scheduled for
       June 2001.  The  Company  intends to  vigorously  defend the  matter.  In
       addition,  the Company is involved in other legal proceedings incurred in
       the normal  course of  business.  At March 31,  2001,  in the  opinion of
       management, there are no proceedings that would have a material effect on
       the financial position of the Company if adversely decided.

       Merger Related Items

       In connection with the Company's merger with Playorena, Inc.
       ("Playorena") on September 17, 1999, Playorena's recorded liabilities
       amounted to $332,218. The details are as set forth below:

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

              Total liabilities                                    $    332,218
                                                                       ========

         In connection with the merger, certain Playorena shareholders agreed to
indemnify  the Company with respect to "losses"  incurred  with regard to any of
these  "payables" (as the term is used in the  Indemnification  Agreement  dated
September 1999) which are "Reflected on the Playorena financial statements as of
May 31, 1999 or incurred subsequently prior to the date of closing."




                                      -4-
<PAGE>


                               ETRAVNET.COM, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                   THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


3.       CONTINGENCIES (CONTINUED)

         Merger Related Items (continued)

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

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

         Letter of Credit

         The  Company  is  contingently  liable  under a letter of credit in the
amount of $25,000,  which  expires in September  2001.  The letter of credit was
obtained to facilitate  processing  airfare  reservations via customers'  credit
cards.

4.       INCOME TAXES

         As a result of the  Company's  operating  loss during the three  months
         ended March 31, 2001 and 2000,  no current  income taxes are  provided.
         Deferred tax assets and the related valuation  allowance were increased
         by approximately  $7,300 and $140,000,  respectively,  during the three
         months  ended  March 31, 2001 and 2000.  The Company has net  operating
         loss carryforwards of approximately $1,400,000 at December 31, 2000.

5.       SEGMENT INFORMATION

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


<TABLE>
       <S>                                     <C>                <C>                 <C>                 <C>
                                               Travel & Related   Internet
                 Three Months Ended               Management          Technology
                   March 31, 2001                  Services            Programs              Other               Total
       -------------------------------------   -----------------  ------------------  ------------------  -----------------

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

</TABLE>

                                      -5-

<PAGE>


                               ETRAVNET.COM, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                   THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (UNAUDITED)

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

5.     SEGMENT INFORMATION (CONTINUED)

                                               Travel & Related        Internet
                 Three Months Ended               Management          Technology
                   March 31, 2000                  Services            Programs              Other               Total
       -------------------------------------   -----------------  ------------------  ------------------  -----------------

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

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

                                      -6-


<PAGE>


Item 6.  Management's Discussion and Analysis or Plan of Operation

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

OVERVIEW

Our revenues are predominately comprised of franchise fees and franchise service
fees,  commissions  paid by travel  providers,  and the  retail  value of travel
agency   related   sales.   In   addition,    certain   travel   suppliers   pay
performance-based  compensation known as "override  commissions" or "overrides."
Commission  revenues and gross retail sales net of allowances for cancellations,
are  recognized  generally  when the  related  service  is booked  and paid for.
Overrides are  recognized on an accrual basis once the amount has been confirmed
with the  travel  supplier.  Franchise  fees are  recognized  when all  material
services  and  conditions  required  of the  Company  have  been  performed  and
collectibility  of the franchise fee is relatively  assured.  We generally defer
recognition  of franchise  fees until such amounts have been  collected from the
franchisee.  Franchise  service  fees are  recognized  in the  accrual  basis as
earned.

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

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

RESULTS OF OPERATIONS

The  following  table sets forth,  for the  periods  indicated,  the  percentage
relationship  of certain  items from the  Company's  consolidated  statement  of
operations to total revenues:


                                      -7-
<PAGE>



                                                      Three Months Ended
                                                           March 31,
                                                     2001            2000
                                                   ----------     -----------
         Revenues
             Franchise fees                           4.6%           3.1%
             Franchise service fees                  25.9%          20.3%
             Travel products and services            69.5%          72.2%
             Advertising and other                     -             4.4%
                                                   ----------     -----------
                                Total Revenues       100%            100%
                                                   ----------     -----------

         Operating Expenses
             Cost of travel products and sales       61.7%          65.6%
             Marketing and selling                   15.9%          18.0%
             General and administrative              25.5%          46.0%
                                                   ----------     -----------
                      Total Operating Expenses      100.3%         129.6%

         Loss before other income
             Income taxes                            (0.3%)        (29.6%)
             Other income - primarily interest         .1%           1.1%
                                                   ----------     -----------
                      Loss before income Tases        (.2%)         (28.5%)
                                                       -              -
                                                   ----------     -----------
                                                   ----------     -----------
         Income taxes

             Net loss                                 (.2%)         (28.5%)
                                                   ==========     ===========

         Comparison  of three  months  ended  March 31, 2001  ("2001")  and 2000
("2000")

REVENUES
Franchise Fees

Franchise fees increased in 2001, as compared to 2000, by approximately  $4,800.
We had reduced our  advertising  and promotion of franchising  activities in the
domestic   and   international   market  in  2000   because  of  time  and  cost
considerations  and devoted full attention to the development of  Internet-based
travel  services.  Our Internet  business has completed  its beta  testing,  and
management  believes  that it will  have  the  time  and  effort  to  resume  an
aggressive promotion for our domestic and international  franchising since we no
longer will be preoccupied with the development of the web based business.

FRANCHISE SERVICE FEES AND OTHER

Franchise  service fees decreased from 2000 to 2001 by  approximately  $4,400 or
2%.  The  decrease  is  principally  attributable  to the  effect  of  scheduled
increases in franchisees  service fees,  offset by slightly less  franchisees in
the system.

                                      -8-

<PAGE>

TRAVEL PRODUCTS AND SERVICES

Travel products and services  decreased by  approximately  $242,000 from 2000 to
2001, a decline of approximately  26%. The decrease is attributable to a decline
in the  number of  franchisees  utilizing  our  services  as their  credit  card
merchant of record,  the absence in 2001 of various  incentives which we offered
to franchisees in 2000 to interest franchisees customers in travel packages, and
a decline in commissions received.

OPERATING EXPENSES
Cost of Travel Products and Services

The cost of travel products and services decreased by approximately  $235,000 or
28%.  These costs  decreased as a result of lower  revenues as discussed  above.
Costs of travel  products and services,  as a percentage of travel  products and
service revenues, were approximately 91% for 2000 and 89% for 2001.

MARKETING AND SELLING

Marketing and selling expenses  declined by  approximately  $75,000 from 2000 to
2001. The decrease  represents a change of approximately  32% and is principally
the result of reductions in payroll costs.

GENERAL AND ADMINISTRATIVE

General and administrative  expenses decreased by approximately  $342,000 or 57%
from 2000 to 2001. As a percentage of net revenues, these costs were 46% in 2000
as compared to 26% in 2001. The decline in general and administrative expense in
2000 is attributable to decreases in consulting expenses related to our Internet
activities, professional and other fees, stock-based compensation related to the
granting of stock  options to employees  and  consultants  in 1999 and a reduced
head count.

VARIABILITY OF RESULTS

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

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

                                      -9-
<PAGE>

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

In addition,  we expect to experience  seasonality  in our business,  reflecting
seasonal  fluctuations in the travel  industry,  Internet and commercial  online
service usage and advertising  expenditures.  We anticipate that travel bookings
will typically  increase  during the first and second quarter in anticipation of
summer travel and will typically decline during the third quarter.  Internet and
commercial  online  service  usage and the rate of  growth of such  usage may be
expected  typically  to decline  during the summer.  Depending  on the extent to
which the Internet and commercial online services are accepted as an advertising
medium,  seasonality in the level of advertising  expenditures could become more
pronounced for Internet-based  advertising.  Seasonality in the travel industry,
Internet and commercial  online service usage and  advertising  expenditures  is
likely to cause  fluctuations in our operating results and could have a material
adverse effect on our business,  operating results and financial condition.  Due
to the foregoing factors, quarterly revenues and operating results are difficult
to forecast,  and we believe that period-to-period  comparisons of our operating
results will not  necessarily  be meaningful and should not be relied upon as an
indication  of  future  performance.  It is  likely  that our  future  quarterly
operating  results from time to time will not meet the  expectations of security
analysts or investors. In such event, the price of our common stock would likely
be materially and adversely affected.

LIQUIDITY AND CAPITAL RESOURCES

Cash used in operating  activities  in 2001 was $4,878 as compared to $53,699 in
2000. The improvement in 2001 reflects the Company's reduced net loss.

Cash  provided by investing  activities  was  approximately  $183,000 in 2001 as
compared  to $67,000  in 2000.  We  liquidated  investments  in both  periods to
supplant cash flow from operations.

Cash provided by financing activities was approximately $22,000 in 2000 and nil
in 2001. Cash collected from notes receivable was approximately $22,000 in 2000.

As of March 31, 2001, we had  approximately  $209,000 in cash and  approximately
$848,000 in short-term investments. Our principal commitments consist of amounts
due  pursuant  to our master  lease with  Wal-Mart.  However,  unless  there are
defaults,  these amounts are  subsequently  recovered by our subleases  with our
Wal-Mart  SuperCenters  franchisees.  In  addition,  we are  obligated  to  make
additional  payments to the developer of our "Haggle" software in 2000, which we
believe could potentially aggregate in 2001.

We believe that results of operations,  current cash, and short-term investments
will be sufficient to meet our  anticipated  cash needs for working  capital and
capital  expenditures  through the end of 2001. We have had discussions  with an
investment  banker for the sale,  through a private  placement  of shares of our
stock.

                                      -10-

<PAGE>

YEAR 2000 CONSIDERATIONS

We conducted a program to bring ourinternal  systems and products into Year 2000
(Y2K)  compliance.  This program included  upgrades to internal computer systems
and technical infrastructure,  as well as a review of our product lines to bring
them into Y2K compliance.  In addition, we surveyed our significant suppliers to
determine  their  ability to provide  necessary  products and services  that are
critical to business continuation through Y2K.

We have  experienced no interruptions in our business because of Y2K and are not
aware  of  any  significant  problems  being  experienced  by our  customers  or
suppliers  that would have a negative  impact on us. There can be no  assurance,
however,  that  unexpected  difficulties  related to Y2K  compliance  by us, our
customers or suppliers will not occur. Such unexpected difficulties could have a
material  adverse  effect on us.  Through  December 31, 1999,  the Company's Y2K
compliance  for software  testing,  modifications  and upgrades  were  completed
without any significant expenditures.

Our funding for regular updates to computer  systems,  technical  infrastructure
and other requirements were not a significant expenses.

FORWARD-LOOKING STATEMENTS

All  statements  other than  statements  of  historical  fact  included  in this
quarterly  report  (including,  without  limitation,  statements  regarding  our
financial  position,  business  strategy,  Year 2000 readiness and the plans and
objectives  of  the  management  for  future  operations)  are   forward-looking
statements.  When used in this  quarterly  report,  words such as  "anticipate,"
"believe,"  "estimate,"  "expect,"  "intend"  and similar  expressions,  as they
relate  to us or  our  management,  identify  forward-looking  statements.  Such
forward-looking  statements are based on the beliefs of our management,  as well
as assumptions  made by and information  currently  available to our management.
Actual  results  could  differ   materially  from  those   contemplated  by  the
forward-looking  statements as a result of certain  factors  including,  but not
limited to, business and economic  conditions,  competitive  factors and pricing
pressures,  capacity and supply  constraints and the impact of any disruption or
failure in normal business  activities as well as our customers and suppliers as
a consequence of Year 2000 related problems.  Such statements  reflect our views
with  respect  to future  events  and are  subject  to these  and  other  risks,
uncertainties and assumptions relating to the operations, results of operations,
growth strategy and liquidity. Readers are cautioned not to place undue reliance
on these  forward-looking  statements.  We do not  undertake  any  obligation to
release  publicly any revisions to these  forward-looking  statements to reflect
future events or  circumstances  or to reflect the  occurrence of  unanticipated
events.

                           PART II - OTHER INFORMATION

Item 1.        Legal Proceedings

               None

Item 2.        Changes in Securities

               None

Item 3.        Defaults upon Senior Securities

               None

Item 4.        Submission of Matters to a Vote of Security Holders

               None

Item 5.        Other Information

               See "Management's Discussion and Analysis or Plan of Operation"

Item 6.        Report on Form 8-K

               None

                                      -11-
<PAGE>

                                    Signature

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

                               ETRAVNET.COM, INC.

                               /s/ Michael Y. Brent
                               Michael Y. Brent, President
                               Dated: May 17, 2001

This Form 10-QSB  contains  summary  financial  information  extracted  from the
financial  statements  for the  quarterly  period  ending  March 31, 2001 and is
qualified in its entirety by reference to such financial statements.

                                      -12-