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, 2002.

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

                         Commission File Number: 0-18412

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

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

                                   11-2602120
                      (IRS Employer Identification Number)

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

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

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

         Number of Shares Outstanding of Common Stock, $.001 Par Value,Shares as
of September 30, 2002; 9,018,509


     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.

                         CONDENSED FINANCIAL STATEMENTS

                           NINE AND THREE MONTHS ENDED
                           SEPTEMBER 30, 2002 AND 2001
                                   (UNAUDITED)



<PAGE>



                          REZCONNECT TECHNOLOGIES, INC.

                            CONDENSED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>

                                                                                    September 30,       December 31,
                                                                                        2002                  2001
                                                                                  -----------------     -----------------
                                                                                     (Unaudited)
CURRENT ASSETS
<S>                                                                                 <C>                   <C>
     Cash and cash equivalents                                                      $        71,778       $        41,321
     Short-term investments                                                                 787,690               500,735
     Accounts receivable, less allowance for doubtful
         accounts of $103,000                                                               353,039               282,423
     Current portion of notes receivable                                                     14,094                24,611
                                                                                      -------------         -------------
              Total Current Assets                                                        1,226,601               849,090
                                                                                      -------------         -------------

PROPERTY AND EQUIPMENT, at cost, less accumulated
     depreciation                                                                                -                 20,585
                                                                                      -------------         -------------

OTHER ASSETS
     Advertising receivable                                                               1,496,000             1,496,000
     Goodwill, less accumulated amortization                                                153,400               153,400
     Capitalized software costs, less accumulated amortization                            1,007,099             1,165,651
     Notes receivable, less current portion                                                 822,007               890,698
     Security deposits and other                                                             31,376                93,703
                                                                                      -------------         -------------
              Total Other Assets                                                          3,509,882             3,799,452
                                                                                      -------------         -------------
              TOTAL ASSETS                                                          $     4,736,483       $     4,669,127
                                                                                      =============         =============

                      LIABILITIES AND SHAREHOLDERS' EQUITY


CURRENT LIABILITIES
     Accounts payable and accrued expenses                                          $       394,584       $       409,862
     Deferred revenue                                                                        14,094                24,611
                                                                                      -------------         -------------
              Total Current Liabilities                                                     408,678               434,473
                                                                                      -------------         -------------
OTHER LIABILITIES
     Note payable                                                                           324,500                     -
     Deferred revenue                                                                       822,007               890,698
     Security deposits                                                                       42,627               156,425
                                                                                      -------------         -------------
              Total Other Liabilities                                                     1,189,134             1,047,123
                                                                                      -------------         -------------
              Total Liabilities                                                           1,597,812             1,481,596
                                                                                      -------------         -------------

SHAREHOLDERS' EQUITY
     Preferred stock; par value $.001; authorized 5,000,000
         shares; 10,000 shares issued and outstanding at
         September 30, 2002, liquidation preference of $7 per share                              10                   143
     Common stock, par value $.001; authorized 20,000,000
         shares; 9,018,509 shares
         issued and outstanding at September 30, 2002                                         9,019                 6,321
     Additional paid-in capital                                                           6,105,609             6,035,508
     Accumulated deficit                                                                 (2,975,967)           (2,854,441)
                                                                                      --------------        -------------
              Total Shareholders' Equity                                                  3,138,671             3,187,531
                                                                                      -------------         -------------
              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                            $     4,736,483       $     4,669,127
                                                                                      =============         =============

            See accompanying notes to condensed financial statements.

                                       -1-

<PAGE>



                          REZCONNECT TECHNOLOGIES, INC.

                       CONDENSED STATEMENTS OF OPERATIONS

         NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (UNAUDITED)




                                                          Three Months Ended                     Nine Months Ended
                                                             September 30,                         September 30,
                                                         2002             2001                2002              2001
                                                   ---------------   ---------------   -----------------  ---------------
Revenues
     Franchise fees                                $           750     $          -     $         19,294  $        73,273
     Service fees and other                                152,608           106,307             523,100          594,411
     Travel products and services                          369,852           843,683           1,207,817        2,639,361
     Advertising fees                                        8,955                -               96,348               -
     Online travel stores                                   21,000                -               21,000               -
                                                     -------------     -------------      --------------    -------------
         Total Revenues                                    553,165           949,990           1,867,559        3,307,045
                                                     -------------     -------------      --------------    -------------
Operating Expenses
     Cost of travel products and services                  314,367           638,265           1,129,475        2,109,768
     Marketing and selling                                  23,840            87,044              95,677          299,038
     General and administrative                            104,190           383,474             530,900        1,064,793
     Settlement of litigation                                   -            150,000                  -           150,000
     Depreciation and amortization                         115,983                -              233,033               -
                                                     -------------     -------------      --------------    -------------
         Total operating expenses                          558,380         1,258,783           1,989,085        3,623,599
                                                     -------------     -------------      --------------    -------------
         Loss from operations                               (5,215)         (308,793)           (121,526)        (316,554)
Other income, net                                               -             11,868                  -            33,942
                                                     -------------     -------------      --------------    -------------

         Loss before income taxes                           (5,215)         (296,925)           (121,526)        (282,612)

Provision for income taxes                                      -                 -                   -                -
                                                     -------------     -------------      --------------    -------------
         Net loss                                           (5,215)         (296,925)           (121,526)        (282,612)
Preferred dividends                                          5,300            17,600              40,946           52,800
                                                     -------------     -------------      --------------    -------------
         Net loss applicable to
              common shares                        $       (10,515)  $      (314,525)   $       (162,472) $      (335,412)
                                                     =============     =============      ==============    =============
Loss Per Share:
     Weighted average common
         shares outstanding                              7,788,985         5,620,379           7,620,019        5,620,379
                                                     =============     =============      ==============    =============
     Basic and diluted loss applicable
         to common shareholder                     $         (.00)   $         (.06)    $          (.02)  $         (.06)
                                                     ============      ============       =============     ============



            See accompanying notes to condensed financial statements.

                                       -2-



<PAGE>



                          REZCONNECT TECHNOLOGIES, INC.

                       CONDENSED STATEMENTS OF CASH FLOWS

                  NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (UNAUDITED)

                                                                                          2002                  2001
                                                                                    ---------------       ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss)                                                              $      (121,526)      $        14,313
                                                                                      -------------        --------------
     Adjustments to reconcile net income (loss) to net
         cash provided (used) by operating activities:
              Depreciation and amortization                                                 233,033                40,000
              Changes in assets and liabilities:
                  Accounts receivable                                                       (70,616)                8,608
                  Notes receivable                                                           79,208                (2,069)
                  Security deposits and other assets                                        (51,471)                   -
                  Accounts payable and accrued expenses                                      57,388               (75,328)
                  Deferred revenue                                                          (79,208)                   -
                                                                                      -------------         -------------
                  Total adjustments                                                         168,334               (28,789)
                                                                                      -------------         -------------
                  Net cash provided (used) by operating activities                           46,808               (14,476)
                                                                                      -------------         -------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Payment for software license and development costs                                     (53,896)                   -
     Redemption (acquisition) of short-term investments                                    (286,955)              199,732
                                                                                      -------------         -------------
                  Net cash provided (used) by investing activities                         (340,851)              199,732
                                                                                      -------------         -------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Increase in note payable                                                               324,500                    -
                                                                                      -------------         -------------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                                    30,457               185,256

CASH AND CASH EQUIVALENTS - beginning                                                        41,321                30,970
                                                                                      -------------         -------------
CASH AND CASH EQUIVALENTS - end                                                     $        71,778       $       216,226
                                                                                      =============         =============


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       $            -



            See accompanying notes to condensed financial statements.

                                       -3-

<PAGE>



                          REZCONNECT TECHNOLOGIES, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

             NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (UNAUDITED)



1.     BASIS OF PRESENTATION

       In the opinion of management, the accompanying unaudited condensed
       financial statements contain all adjustments (consisting of only normal
       recurring adjustments) necessary to present fairly the Company's
       financial position as of September 30, 2002 and the results of its
       operations and cash flows for each of the nine and three month periods
       ended September 30, 2002 and 2001. These statements are condensed and
       therefore do not include all of the information and notes required by
       generally accepted accounting principles for complete financial
       statements. The statements should be read in conjunction with financial
       statements and footnotes included in the Company's financial statements
       and footnotes as of December 31, 2001 and for the year then ended
       previously filed with the Securities and Exchange Commission. The results
       of operations for the nine months ended September 30, 2002 are not
       necessarily indicative of the results to be expected for the full year
       ending December 31, 2002.


2.       ADVERTISING RECEIVABLE

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

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

3.     CONTINGENCIES

       Merger Related Items

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

                          REZCONNECT TECHNOLOGIES, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (UNAUDITED)

3.     CONTINGENCIES (CONTINUED)

       Merger Related Items (continued)

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

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

4.     CAPITALIZED SOFTWARE

       Capitalized software costs are being amortized over their expected useful
       life of thirty-six months.

5.     INCOME TAXES

       There was no current or deferred tax provision for the nine months ended
       September 30, 2002. Since the Company has experienced operating losses
       since its conversion to "C" corporation status for federal income tax
       purposes, it did not provide any current or deferred federal or state
       income taxes with respect to its operating loss for the nine months ended
       September 30, 2001. Deferred tax assets and the related valuation
       allowance were increased by approximately $7,300 during the three months
       ended 2001. The Company has net operating loss carryforwards of
       approximately $2,800,000 at December 31, 2001.

6.     SEGMENT INFORMATION

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

                                                      Travel &
                                                       Related           Internet
                  Nine Months Ended                  Management         Technology
                 September 30, 2002                   Services           Programs             Other             Total
       -------------------------------------     -----------------   -----------------  ----------------  ---------------

       Revenues                                    $     1,846,559     $            -   $         21,000  $     1,867,559
       Segment profit (loss)                       $      (104,723)    $       (64,822) $             -   $      (169,545)
       Total assets                                $     3,788,285     $     1,007,099  $             -   $     4,795,384
       Capital expenditures                        $            -      $        45,548  $             -   $        45,548
       Depreciation and amortization               $       233,033     $            -   $             -   $       233,033
       Interest income                             $            -      $            -   $             -   $            -

                                                      Travel &
                                                       Related           Internet
                  Nine Months Ended                  Management         Technology
                 September 30, 2001                   Services           Programs             Other             Total
       -------------------------------------     -----------------   -----------------  ----------------  ---------------

       Revenues                                    $     3,307,045     $            -   $             -   $     3,307,045
       Segment profit (loss)                       $      (150,499)    $      (166,055) $         33,942  $      (282,612)
       Total assets                                $     4,332,064     $     1,165,651  $             -   $     5,497,715
       Capital expenditures                        $            -      $            -   $             -   $            -
       Depreciation and amortization               $        57,000     $        52,000  $             -   $       109,000
       Interest income                             $            -      $            -   $         33,942  $        33,942


                                      -5-

<PAGE>

                          REZCONNECT TECHNOLOGIES, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

             NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (UNAUDITED)

7.     RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

8.     STOCKHOLDERS' EQUITY

       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 132,430 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 June 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 September 2002, preferred shareholders agreed to and converted 42,571
       preferred shares into 297,997 shares of common stock. In addition,
       111,718 shares of common stock were issued to preferred shareholders as a
       dividend.


                                      -6-

<PAGE>


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

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

         REZconnect (R) Technologies, Inc. (the "Company") has always been a
leading franchisor of traditional "brick and mortar" travel agencies. Currently,
REZconnect is offering a virtual online city guide called Rezcity.com(SM) in
which we offer local content for 53,000 towns throughout the U.S.A. We will
continue to offer our 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" inside Wal-Mart SuperCenters as well as web sites "Etravnet.com," and
"REZconnect.com." We offer our customers a reliable source of travel products
and services through our agreements with selected travel providers, including
major airlines, cruise lines, hotels and car rental agencies, as well as
wholesale travel providers. In addition, we offer our customers the ability to
make reservations on over 424 airlines, at more than 35,000 hotels and with most
major car rental companies, cruise lines and tour package operators.

         Approximately half of our revenue to date has come from the franchise
system and the remainder is shared between online travel stores and processing
travel reservations. We expect that Rezcity.com will play an important part in
our 2003 revenues as we release the various applications within the travel and
entertainment industries. During the last 2 years, a significant portion of our
expenses were related to our technology, which has now been completed.
Accordingly, we believe we will begin to see results as we enter the 4th quarter
of 2002.

OVERVIEW

         REZconnect (R) Technologies, Inc. has restructed its company and has
created three divisions, each with their own profit centers. The oldest of the
divisions is the franchise system, which has now been expanded to include
Rezcity.com. The second division is our online travel stores, which has grown
substantially in the last quarter. Finally, the remaining division consists of
our technology platform, which has been licensed to various major travel and
entertainment vendors. We expect that this division will experience significant
revenues in 2003.

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


                                       -7-
<PAGE>

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

         The commission rates paid by travel suppliers, in addition to
overrides, are determined by individual travel suppliers and are subject to
change. Historically, typical standard base commission rates paid by travel
suppliers have been approximately 10% for hotel reservations, 5% to 10% for car
rentals and 10% to 15% for cruises and vacation packages. Based on the past
several years, leisure vendors (including tour operators, cruise lines and hotel
and car packagers) have not reduced their commission levels but in fact have
offered the Company incentive commissions above the standard compensation for
its volume business. The company expects that its weighted average commission of
online transaction revenues will increase due to the fact that its leisure
bookings are much greater as a percentage of total sales than airline ticketing
which offers us 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 our business, operating results and financial
condition.

                                   Three Months Ended     Nine Months Ended
                                      September 30,          September 30,
                                   ----------------------  ---------------------
                                         2002       2001       2002        2001
                                   ----------------------  ---------------------
Revenues
   Franchise fees                        0.1%         --       1.0%        2.2%
   Franchise service fees and other     27.6%      11.0%      28.0%       18.0%
   Travel products and services         66.9%      89.0%      64.7%       79.8%
   Advertising and other                 1.6%         --       5.2%          --
   Online travel stores                  3.8%         --       1.1%          --
                                   ----------------------  ---------------------
TOTAL REVENUES                           100%       100%       100%        100%
                                   ======================  =====================
Operating Expenses
   Cost of travel products and
   sales                                56.8%      67.2%      60.5%       63.8%
   Marketing and selling                 4.3%       9.2%       5.1%        9.0%
   General and administrative           18.8%      56.2%      28.4%       36.7%
   Depreciation and amortization        21.0%         --      12.5%          --
                                   ----------------------  ---------------------
TOTAL OPERATING EXPENSES               100.9%     132.6%     106.5%      109.5%
                                   ----------------------  ---------------------
   Income (loss) before other
   income and income taxes             (0.9%)     (32.6%)     (6.5%)      (9.5%)
   Other income - primarily
   interest                               --        1.2%         --        1.0%
                                   ----------------------  ---------------------
   Income (loss) before income
   taxes                               (0.9%)     (31.4%)     (6.5%)      (8.5%)
   Income taxes                           --         --         --          --
                                   ----------------------  ---------------------
Net income (loss)                      (0.9%)    (31.4%)     (6.5%)      (8.5%)
                                   ======================  =====================
</TABLE>


                                      -8-


<PAGE>

Nine Months Ended September 30, 2002 as compared to the Nine Months Ended
September 30, 2001

REVENUES

         Franchise Fees. Franchise fees increased in the 2002 three-month
period, as compared to the 2001 three-month period by approximately $750 as a
result of changing market conditions.

         Franchise service fees and other service fees increased in the 2002
three-month period, by approximately $46,000 as compared to the 2001 three-month
period. This was attributable to higher average franchise fees.

         Travel Products and Services. Travel products and services decreased by
approximately $474,000 from the 2001 three-month period to the 2002 three-month
period, a decline of approximately 22%. The decrease is attributable to a
decrease in the number of franchisees utilizing the Company as their credit card
merchant of record, less travel in general in 2002 and a substantial decrease in
override commissions.

OPERATING EXPENSES

         Cost of travel products and services. Cost of travel products and
services decreased by approximately $324,000 or approximately 10% in the 2002
three-month period as compared to the 2001 three-month period. These costs
decreased as a result of lower travel related revenues. Cost of travel products
and services as a percentage of travel products and services sales was 85% for
the 2002 three-month period and 76% for the 2001 three-month period.

         Marketing and Selling. Marketing and selling expenses decreased by
approximately $63,000 from the 2001 three-month period to the 2002 three-month
period. The decrease represents a change of approximately 73%. The significant
changes were decreases in payroll costs and commissions.

General and Administrative.

         General and administrative expenses decreased by approximately $279,000
from the 2001 three-month period to the 2002 three-month period, a decline of
73%. As a percentage of total revenues, general and administrative expenses were
18.8% in the 2002 three-month period as compared to 40.3%, in the comparable
2001 three-month period. The decrease in general and administrative expense in
2002 is attributable to decreases in consulting expenses related to the
Company's Internet activities, as well as decreases in legal expenses, office
expenses and most significantly, payroll.

         Depreciation and amortization expense increased by approximately
$116,000 as we begin amortizing deferred software costs.



                                      -9-


<PAGE>

Nine Months Ended September 30, 2002 compared to the Nine Months Ended September
30, 2001

Revenues

         Franchise fees declined by approximately $54,000 in the 2002 nine-month
period as compared to the 2001 nine-month period. We believe that the decline in
market conditions is a continuation of the trend in franchising overall, and has
been exasperated by current economic conditions.

         Franchise service fees and other declined by approximately $71,300 or
12% in the 2002 nine-month period as compared to the 2001 nine-month period. The
decline is attributable to a decline in the number of franchisees in the
franchise system, and decline travel worldwide.

         Travel products and services declined by approximately $1,430,000 or
54% in the 2002 nine-month period as compared to the 2001 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.
Declines in both the demand for travel services and products, as well as the
number of franchisees in the system, adversely affected revenues in 2002.

Expenses

         The cost of travel related products and services declined in the 2002
nine-month period as compared to the 2001 nine-month period as a result of lower
related revenues. Such costs amounted to approximately 80% of related revenues
in the 2001 nine-month period as compared to 94% of related revenues in the 2002
nine-month period.

         Marketing and selling expenses declined by approximately $203,000 in
the 2002 period as compared to the 2001 period. Commissions declined by
approximately $112,000 and other expenses declined by approximately $91,000 in
connection with the aforementioned decline in revenues.

         General and administrative expenses declined by approximately $534,000
in the 2002 nine-month period as compared to the 2001 nine-month period. The
decline reflects reduction in payroll and related expenses, and other,
discretionary expenses.

         Depreciation and amortization expense increased by approximately
$233,000 as we began amortizing deferred software costs.

                                      -10-
<PAGE>

Variability of Results

         The Company's travel products and services gross bookings have
decreased from 2001 to 2002 due to a decrease in the number of franchisees and
decreases in products and services sold. Revenues from travel products and
services decreased in conjunction with the decrease in gross bookings. Cost of
travel revenues have similarly decreased from 2001 to 2002.

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

         The Company expects to experience 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.


                                      -11-

<PAGE>

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

LIQUIDITY AND CAPITAL RESOURCES

         During the nine months ending September 30, 2002, operating activities
generated cash flow of approximately $47,000. In the comparable 2001 period, we
used cash of approximately $14,000 in operating activities. The improvement in
2002 is attributed to increase in accounts payable and decreased in notes
payable.

         In January, 2002, as a result of our eligibility for such funding
arising out of the events of September 11, 2001, we borrowed $324,500 from the
U.S. Small Business Administration ("SBA"). The loan is repayable monthly,
commencing November 2003, at the rate of $2,607 per month, which includes
interest at 4% per annum. Our CEO has guaranteed the loan. We used a substantial
portion of the proceeds ($317,000) to add to our marketable securities and
working capital.

In 2001, we sold short-term investments of $200,000.

         We believe that our cash and short term investments as of September 30,
2002 and our anticipated cash flow from operations will be sufficient to meet
our obligations on a timely basis for the next 12 months.


                                      -12-

<PAGE>


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


I, Derek J. Brent, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date 12/06/02

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


                                      -13-

<PAGE>

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


I, Michael Y. Brent, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date 12/06/02

/s/ Michael Y. Brent
--------------------
Michael Y. Brent,
Chief Executive Officer,
Rezconnect Technologies, Inc.


                                      -14-


<PAGE>


                                    SIGNATURE

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


                                                   REZCONNECT TECHNOLOGIES, INC.

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


        This Form 10-QSB contains summary financial information extracted from
the financial statements for the quarterly period ending September 30, 2002 and
is qualified in its entirety by reference to such financial statements.









                                      -15-