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

                                   FORM 10-KSB

               (X) Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  For the fiscal year ended December 31,2001.

                                       or

              ( ) Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                        Commission File Number: 33-05384

                                GPN NETWORK, INC.
                ------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

                    Delaware                                     13-3301899
  ----------------------------------------------             -------------------
         (State or Other Jurisdiction of                      (I.R.S. Employer
         Incorporation or Organization)                      Identification No.)

1901 Avenue of The Stars, Ste. 1500, Los Angeles, California           90067
------------------------------------------------------------        -----------
     (Address of Principal Executive Offices)                        (Zip Code)

                                 (310) 785-6617
                ------------------------------------------------
                (Issuer's Telephone Number, including Area Code)

      Securities registered under Section 12(b) of the Exchange Act: None

      Securities registered pursuant to Section 12(g) of the Exchange Act:

                     Common Stock, $.001 par value per share
                     ---------------------------------------
                                (Title of class)

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act of 1934 during the past 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 [   ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]

State issuer's revenues for its most recent fiscal year:  $59,668

The aggregate market value of the Registrant's  issued and outstanding shares of
common  stock held by  non-affiliates  of the  Registrant  as of March 22,  2002
(based on the  average of the bid and asked  prices as  reported by the NASD OTC
Bulletin Board as of that date) was approximately $179,116.

The number of shares outstanding of Registrant's Common Stock, par value $0.001
as of March 22, 2002:  16,677,897.

Documents Incorporated by reference:  None

Transitional Small Business Disclosure Format: Yes [   ]        No [ X ]
<PAGE>

                                INTRODUCTORY NOTE

THE  DISCUSSIONS  IN  THIS  FORM  10-KSB  MAY  CONTAIN  CERTAIN  FORWARD-LOOKING
STATEMENTS  WITHIN THE MEANING OF SECTION 27A OF THE  SECURITIES ACT OF 1933 AND
SECTION 21E OF THE  SECURITIES  EXCHANGE ACT OF 1934. IN ADDITION,  WHEN USED IN
THIS  FORM  10-KSB,  THE  WORDS  "ANTICIPATES,"  "IN THE  OPINION,"  "BELIEVES,"
"EXPECTS,"  AND SIMILAR  EXPRESSIONS  ARE  INTENDED TO IDENTIFY  FORWARD-LOOKING
STATEMENTS.  ACTUAL FUTURE RESULTS COULD DIFFER  MATERIALLY FROM THOSE DESCRIBED
IN  THE  FORWARD-LOOKING   STATEMENTS  AS  A  RESULT  OF  FACTORS  DISCUSSED  IN
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS SET FORTH BELOW,  AS WELL AS IN "RISK FACTORS" SET FORTH HEREIN.  THE
COMPANY CAUTIONS THE READER,  HOWEVER, THAT THIS LIST OF RISK FACTORS MAY NOT BE
EXHAUSTIVE.  THE COMPANY  EXPRESSLY  DISCLAIMS ANY  OBLIGATION OR UNDERTAKING TO
RELEASE PUBLICLY ANY UPDATES OR CHANGES TO THESE FORWARD-LOOKING STATEMENTS THAT
MAY BE MADE TO REFLECT ANY ANTICIPATED OR UNANTICIPATED  EVENTS OR CIRCUMSTANCES
AFTER THE DATE OF SUCH STATEMENTS.

                                     PART I

ITEM 1.           DESCRIPTION OF BUSINESS

         Unless the context  otherwise  requires,  references to "we," "us," the
"Company" or "GPN" mean GPN Network, Inc.

Business Development
--------------------

         GPN Network,  Inc. is a Delaware  corporation and, until July 2001, was
engaged in the  business,  through its  subsidiaries,  affiliates  and strategic
alliances,  of  assisting  unaffiliated  early-stage  development  and  small to
mid-sized  emerging  growth  companies with  financial and business  development
services,  including  raising  capital in private and public  offerings.  During
2001, due in large part to the decreased  availability of investment  capital to
the Company's target market of Internet  related,  small growth  companies,  GPN
failed to meet its revenue targets. On July 27, 2001, a majority interest in the
Company  was  acquired by a private  investor,  and the  Company  installed  new
management and adopted a new business plan. The immediate action taken regarding
this new business plan was to discontinue our current operations  effective July
27, 2001.

         A predecessor  corporation,  Go Public  Network,  Inc.,  was originally
organized as a Nevada  corporation  ("GPN-Nevada")  in December 1999.  Effective
April 6, 2000,  GPN-Nevada  completed a reverse merger with DermaRX  Corporation
("DermaRx"), a Delaware corporation,  the shares of which were traded on the OTC
Bulletin Board  maintained by the National  Association  of Securities  Dealers,
Inc. (the "NASD"). As a result of the merger, GPN-Nevada was merged into DermaRX
Corporation, DermaRX changed its name to GoPublicNow.com,  Inc., and the trading
symbol was changed to "GNOW."  Also in  connection  with the merger,  all of the

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outstanding shares of common stock of GPN-Nevada were exchanged on a one-for-one
basis for  shares of common  stock of the  Company.  Just  prior to the  merger,
DermaRX completed a one-for-five  reverse stock split. At the time of the merger
and  subsequent  to  the  reverse  stock  split,   DermaRX  had  766,117  shares
outstanding.  By virtue of the merger,  the shareholders of GPN-Nevada  acquired
10,217,330  shares of the Company and consequently  obtained majority control of
the issued and outstanding shares of the combined entities. The total issued and
outstanding shares of the combined entities immediately subsequent to the merger
was 10,967,447  shares.  Subsequent to the date of the merger,  GPN  repurchased
200,000 of the shares  issued  pursuant to the merger for $300,000  cash.  Also,
subsequent  to the date of the merger,  GPN reached an  agreement  with  certain
previous shareholders of DermaRX whereby 266,000 of the 766,117 shares issued in
the merger were cancelled.  The combined effect of these transactions was that a
net of 300,117 shares were issued in the merger. Effective November 8, 2000, the
Company changed its name to GPN Network, Inc.

         The shares of common  Stock of the Company are traded on the  NASD  OTC
Bulletin Board under the symbol  "GPNN".  We are  headquartered  in Los Angeles,
California.

Corporate Structure
-------------------

         GPN Network  has four  subsidiaries:  GoBizNow,  com  ("GoBiz");  GoNow
Securities,  Inc.  ("GoNow");  GPN  Securities,  Inc.  ("GPN  Securities");  and
Dermedics, Inc. ("Dermedics").  GoBiz was intended to provide services to assist
companies in business  development  and expansion.  These services  included web
development,  web marketing, and early corporate development. In April 2000, the
Company  provided  initial funding of $200,000 for  GoBizNow.com.  Also in April
2000, the Company  commenced a private  placement  memorandum,  and sold 294,000
shares of common stock of GoBiz for  $429,450 net of offering  costs of $85,050.
An additional  568,500 shares of GoBiz were issued to officers and  consultants.
In May 2001, the Company  completed the acquisition of the minority  interest in
GoBiz whereby 1.4 shares of the Company's  common stock were exchanged for every
one  share of GoBiz  common  stock  issued  and  outstanding.  Pursuant  to this
transaction, the Company committed to issue 1,207,500 shares of its common stock
to  stockholders  of  GoBiz.  The  Company,  under  its  new  management,  is in
negotiations to reduce the number of shares to be issued to certain officers and
employees  holding 568,500 GoBiz shares which,  unless reduced,  could result in
the issuance of 795,900 GPN shares. The Company intends to dissolve GoBiz during
2002.

         GoNow was created by the Company  for the purpose of  acquiring  50% of
the  ownership of a securities  broker-dealer  business  then in formation by an
independent  third  party  under  the name  Independent  Advantage  Financial  &
Insurance Services,  Inc. ("IAF"). GoNow was approved for membership to the NASD
on  October  24,  2000,  and  was  authorized  to  conduct   investment  banking
activities,  offer private  placements  of corporate  equities on a best efforts
basis, and provide mutual funds and annuities to its clients. On March 26, 2002,
the Company completed the sale of GoNow for net proceeds of $5,000.

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<PAGE>

         GPN  Securities was  incorporated  by the Company with the intention of
providing retail broker dealer  services.  GPN Securities has never been active.
The Company acquired the inactive  corporation  Dermedics as part of the DermaRX
transaction.

Operations
----------

         Effective  with the change of control which  occurred on July 27, 2001,
the Company took actions to discontinue its existing operations.  Currently, the
management  has made the  decision  to hold GPN  inactive  until such time as an
appropriate  business plan can be developed.  Management is currently  unable to
determine when such a business plan will be developed, if at all.

Employees
---------

         At December 31,  2001,  GPN had no  employees.  Todd Ficeto is the sole
director  and officer of the  Company.  GPN  currently  uses the services of one
consultant.

Risk Factors
------------

         Because the Company is  currently  inactive  and has no business  plan,
industry specific business risks and uncertainties cannot be ascertained.

         The  Company's  securities  involve  a  high  degree  of  risk.  Please
carefully  read this Annual Report for the Company's  fiscal year ended December
31, 2001 in its entirety and seriously consider all of the factors and financial
data that are  herein  disclosed,  in  particular,  the  specific  risk  factors
described below.

THE  AUDITORS'  REPORT  CONTAINS A  STATEMENT  THAT THE  COMPANY'S  NET LOSS AND
NEGATIVE CASH FLOWS RAISE  SUBSTANTIAL  DOUBT ABOUT ITS ABILITY TO CONTINUE AS A
GOING CONCERN.

         GPN has incurred  losses and experienced  negative  operating cash flow
since its formation. For the year ended December 31, 2001, GPN had a net loss of
approximately   $1.9  million,   and  negative  cash  flow  from  operations  of
approximately $1.0 million. GPN also had an accumulated deficit of approximately
$3.9 million as of December 31, 2001.  The Company  expects to continue to incur
operating and net losses and negative  operating  cash flow for the  foreseeable
future,   and  there  is  no  assurance  that  the  Company  will  ever  achieve
profitability or generate positive cash flow.

THE  COMPANY  HAS A LIMITED  OPERATING  HISTORY,  IT  CURRENTLY  DOES NOT HAVE A
BUSINESS PLAN AND IT MAY NEVER BE PROFITABLE.

         GPN was incorporated in December 1999 and began  generating  revenue in
the third  quarter  of 2000.  As of July  2001,  GPN  discontinued  its  current
operations.  GPN  currently  does  not  have a  business  plan  and  there is no
assurance that it will develop a business plan that will be  successful.  If the
Company seeks to grow its business,  then it expects that its operating expenses
will  increase.  As a result,  the Company  will need to increase its revenue to
become profitable, and if its revenue does not grow as expected, or increases in
its expenses appreciably exceed its expectations,  the Company may never achieve

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profitability  or positive cash flow. If GPN does achieve  profitability  and/or
positive cash flow,  there can be no assurance  that GPN will be able to sustain
it or improve upon it on a quarterly or annual basis for future periods.

THE COMPANY HAS NO  INCOME-PRODUCING  OPERATIONS OR ASSETS,  WHICH, AS A RESULT,
WILL CAUSE A CONTINUING DEPLETION OF ITS ASSETS.

         GPN presently has no income-producing  operations or assets. Unless the
Company develops a business plan that results in income-producing  operations or
assets or the  Company  enters into a business  combination  or  acquisition  of
assets resulting in operational income, its assets will continue to be depleted.

THE  COMPANY HAS NO PRESENT  ARRANGEMENTS  FOR A BUSINESS  COMBINATION  OR ASSET
ACQUISITION.

         GPN has no  present  arrangements  for,  or ongoing  negotiations  with
respect to any business combination or asset acquisition. Unless the Company can
enter into such an arrangement,  it will have to acquire  additional  capital to
maintain  its  operations.  Even if the  Company  were to enter  into a business
combination or asset  acquisition,  there is no assurance  that the  transaction
will result in successful income-producing operations.

THERE  IS NO  ASSURANCE  THAT  GPN WILL BE ABLE TO  OBTAIN  ADDITIONAL  FUNDS TO
MAINTAIN OUR OPERATIONS.

         To date, GPN has not generated  significant  revenue and it has limited
cash  liquidity  and  capital  resources.  GPN does not  offer any  products  or
services from which it can derive revenue. The Company currently does not have a
business plan for its operations. GPN's future capital requirements will depend,
in the near-term, completely on obtaining additional debt or equity funding from
new or existing investors, which management believes may be insufficient to fund
its capital  expenditures,  working capital and other cash  requirements for the
fiscal year ending  December 31,  2002.  Any equity  financings  would result in
dilution to our then-existing  stockholders.  Furthermore,  the possible sale of
restricted  shares  issued  and  outstanding  may,  in the  future,  dilute  the
percentage of free-trading shares held by a stockholder or subsequent  purchaser
of GPN's securities in the market, and may have a depressive effect on the price
of GPN's securities.  Further, such sales, if substantial,  might also adversely
affect GPN's ability to raise additional  equity capital in the future.  Sources
of debt  financing  may  result  in  higher  interest  expense.  There can be no
assurance that these fund raising efforts will be successful.  Any financing, if
available,  may be on terms unfavorable to us. The successful  outcome of future
activities  cannot be determined at this time and there are no assurances  that,
if it can be  achieved,  the  Company  will have  sufficient  funds to execute a
business plan or generate positive operating results.  If adequate funds are not
obtained, we may not be able to continue our operations.

SALES OF ADDITIONAL COMMON STOCK MAY ADVERSELY AFFECT ITS MARKET PRICE.

         The sale or the proposed  sale of  substantial  amounts of GPN's common
stock in the public market could materially adversely affect the market price of
its common stock or other  outstanding  securities.  As of March 31, 2002,  Todd


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<PAGE>

Ficeto beneficially owned 12,200,000 shares of common stock and warrants for the
purchase of an additional  2,500,000  shares.  Of these shares,  GPN has entered
into an Investor  Rights  Agreement  with  respect to  5,000,000  shares and the
shares  underlying  the  warrants.  The sale of a large  amount of shares by Mr.
Ficeto, or the perception that such sales may occur,  could adversely affect the
market price for GPN's common stock or other outstanding securities.

THE COST OF MAINTAINING THE REGISTRATION OF OUR STOCK UNDER SECTION 12(G) OF THE
EXCHANGE ACT WILL CONTINUE TO DEPLETE THE COMPANY'S OVERHEAD AND ASSETS.

         The cost of complying  with the reporting  requirements  created by the
registration  of its common  stock has been fairly  substantial  and the cost of
continuing  to file all  necessary  reports  with the  Securities  and  Exchange
Commission  and obtain the  necessary  accountings  will  continue  to drain our
capital  reserves.  These  costs will  continue  to  materially  increase  GPN's
administrative overhead and accelerate the depletion of its assets.

THE  REGISTRATION OF ADDITIONAL  SHARES OF COMMON STOCK UNDER THE SECURITIES ACT
WILL CAUSE FURTHER LOSSES

         In January 2002, GPN entered into an Investor Rights Agreement granting
Todd Ficeto  certain  registration  rights with respect to  5,000,000  shares of
common stock and  2,500,000  shares of common  stock  underlying  warrants.  The
Company expects that the legal, accounting,  and other costs associated with the
registration of those shares will be substantial and cause further losses.

THE COMPANY HAS NO PRESENT ARRANGEMENTS TO ACQUIRE ANY ADDITIONAL CAPITAL NEEDED
TO CONTINUE OUR EXISTENCE.

         The Company has no present arrangement under which it might acquire any
additional capital needed to continue its existence.  There is no assurance that
it will be able to develop any such capital source.

THE MARKET PRICE FOR THE COMPANY'S COMMON STOCK MAY CONTINUE TO BE VOLATILE.

     The market price for the Company's common stock reached a high of $3.50 per
share  during the first  quarter of 2001 and a low of $0.02 per share during the
fourth quarter of 2001. In addition,  the Company's common stock has experienced
volume fluctuations and periods of infrequent trading. These market fluctuations
have adversely affected and may continue to adversely affect the market price of
the Company's common stock. If the Company is unable to develop a business plan,
the market price and volume of its common stock may also be materially adversely
affected and the Company may experience difficulty in raising capital.

THERE IS NO ASSURANCE OF AN ESTABLISHED PUBLIC TRADING MARKET.

         Although  GPN's common stock trades on the NASD OTC Bulletin  Board,  a
regular  trading  market for the  securities may not be sustained in the future.
The NASD has enacted  recent  changes that limit  quotations on the OTC Bulletin


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Board to  securities of issuers that are current in their reports filed with the
Securities  and Exchange  Commission.  The effect on the OTC  Bulletin  Board of
these rule changes and other proposed changes cannot be determined at this time.
The  OTC  Bulletin  Board  is an  inter-dealer,  over-the-counter  market  which
provides significantly less liquidity than the NASD's automated quotation system
(the  "NASDAQ  Stock  Market").  Quotes for stocks  included on the OTC Bulletin
Board are not listed in the  financial  sections of  newspapers as are those for
the NASDAQ Stock Market.  Therefore,  prices for securities traded solely on the
OTC Bulletin Board may be difficult to obtain and holders of common stock may be
unable to resell their securities at or near their original offering price or at
any price.

         In the  event  that  GPN's  common  stock  is not  included  on the OTC
Bulletin Board and does not qualify for the NASDAQ Stock Market,  quotes for the
securities may be included in the "pink sheets" for the over-the-counter market,
which provides even less liquidity than the OTC Bulletin Board.

GPN'S COMMON STOCK IS CONSIDERED A "PENNY STOCK."

         The Company's  common stock is considered to be a "penny stock" because
it meets one or more of the  definitions in Securities  and Exchange  Commission
Rules 15g-2 through 15g-6,  Rules made effective on July 15, 1992. These include
but are not limited to the following:  (i) the stock trades at a price less than
five dollars ($5.00) per share; (ii) it is NOT traded on a "recognized" national
exchange;  (iii) it is NOT quoted on the NASDAQ Stock Market, or even if so, has
a price less than five dollars (5.00) per share;  or (iv) is issued by a company
with net  tangible  assets  less than  $2,000,000,  if in  business  more than a
continuous three years, or with average revenues of less than $6,000,000 for the
past three years.  The principal  result or effect of being  designated a "penny
stock" is that  securities  broker-dealers  cannot  recommend the stock but must
trade in it on an unsolicited basis.

BROKER-DEALER REQUIREMENTS MAY AFFECT TRADING AND LIQUIDITY.

         Section 15(g) of the Securities  Exchange Act of 1934, as amended,  and
Rule 15g-2 promulgated  thereunder by the SEC require  broker-dealers dealing in
penny stocks to provide potential investors with a document disclosing the risks
of penny stocks and to obtain a manually signed and dated written receipt of the
document  before  effecting any  transaction in a penny stock for the investor's
account.

         Potential  investors in the Company's  common stock are urged to obtain
and read such disclosure  carefully before purchasing any shares that are deemed
to be "penny  stock."  Moreover,  Rule 15g-9  requires  broker-dealers  in penny
stocks to approve the account of any  investor for  transactions  in such stocks
before  selling any penny stock to that investor.  This  procedure  requires the
broker-dealer to (i) obtain from the investor information  concerning his or her
financial  situation,  investment  experience  and investment  objectives;  (ii)
reasonably  determine,  based on that  information,  that  transactions in penny
stocks are  suitable  for the  investor  and that the  investor  has  sufficient
knowledge and experience as to be reasonably  capable of evaluating the risks of
penny stock  transactions;  (iii) provide the investor with a written  statement
setting forth the basis on which the  broker-dealer  made the  determination  in
(ii) above;  and (iv) receive a signed and dated copy of such statement from the


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investor,  confirming  that it  accurately  reflects  the  investor's  financial
situation,  investment  experience and investment  objectives.  Compliance  with
these  requirements  may make it more  difficult  for investors in the Company's
common stock to resell their shares to third parties or to otherwise  dispose of
them in the market or otherwise.

RISKS OF UNKNOWN LIABILITIES AS A RESULT OF REVERSE MERGER

         GPN became a publicly  traded company  through a reverse merger with an
unrelated company,  which had prior operations in an unrelated  business.  There
may be potential  liabilities incurred by the prior business,  which are unknown
to us for which we may be held  liable.  GPN has no  insurance  for  liabilities
incurred as a result of business conducted prior to the reverse merger.

CONTROL BY OFFICER, DIRECTOR AND MAJORITY STOCKHOLDER

         GPN is controlled by Todd M. Ficeto, who beneficially owns 76.7% of the
Company's  outstanding common stock. Mr. Ficeto serves as GPN's only officer and
sole member of the board of directors.  As a result, Mr. Ficeto is able to elect
a majority of GPN's board of directors,  to dissolve,  merge, or sell the assets
of the Company,  and to direct and control the Company's  operations,  policies,
and business decisions.

ITEM 2.           DESCRIPTION OF PROPERTY

         Until May 31,  2001,  the Company  and its  subsidiaries  leased  5,889
square feet of office space in Irvine, California, at a monthly cost of $13,700.
The  Company is in default of the terms of this lease and has  accrued  $123,492
under net liabilities  from  discontinued  operations in its balance sheet.  The
Company is currently in negotiations  with its landlord to resolve this dispute.
The  Company  currently  is located in 200  square  feet of office  space in Los
Angeles,  California, which is provided rent-free by a company controlled by its
majority stockholder.

ITEM 3.           LEGAL PROCEEDINGS

     In April 1999, the Company as DermaRx, under its former management, filed a
complaint  in the Denver  District  Court  against two former  employees  of the
Company,  entitled  DermaRx  Corporation  vs.  Gerit D.  Mulder and Lee  Booras,
alleging  improper  use of trade  secrets and  confidential  information  (first
claim), breach of fiduciary duty (second claim), failure to assign patent rights
(third claim) and for return of performance bonus (fourth claim) as to Defendant
Mulder  and breach of  fiduciary  duty  (fifth  claim) as to  defendant  Booras.
Defendants Mulder and Booras generally denied DermaRx's allegations and asserted
counterclaims  sounding  in breach of  contract  as to DermaRX  and  third-party
claims  regarding  wage claims  against  DermaRx and former DermaRx CEO MaryAnne
Carroll  as  an  individual.  DermaRx  and  Ms.  Carroll  generally  denied  the
allegations of the  counterclaims  and third party claims.  Defendant Booras has
requested  summary  judgment in connection  with DermaRx's  first through fourth
Claims.  Defendant  Booras has requested  summary  judgment in  connection  with
DermaRx's fifth claim.  This matter was scheduled for trial commencing March 19,
2001.  The trial date was  vacated in June 2001 and the parties  entered  into a


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settlement  agreement,  which  provided for a mutual release of the parties from
any and all  claims  relating  to the  action.  The action  was  dismissed  with
prejudice and the case closed on December 19, 2001.

         On December 4, 2001,  a  complaint  captioned  Silver & Deboskey v. GPN
Network, Inc. (f/k/a GoPublicNow.com f/k/a DermaRx, Inc. or DermaRx Corporation)
was  filed in  District  Court in  Denver,  Colorado  (Case  #01 CV  6678).  The
complaint seeks compensation for legal services allegedly rendered to DermaRx in
the amount of  $18,693.20,  plus post judgment  interest.  The Company failed to
file a responsive pleading to the action. Consequently, on or about February 19,
2002,  Silver &  Deboskey  filed  with the court a Motion  For Entry Of  Default
Judgment,  requesting  an entry of default for the total  amount of  $18,693.20,
which was denied by the court on March 19, 2002. On March 8, 2002,  GPN filed an
answer.  The outcome of  litigation  is uncertain  and there can be no assurance
that the Company will be successful in its defense.

         On October 9, 2001, GPN Network,  Inc. filed a complaint  against Bruce
A. Berman, Jeffrey M. Diamond, and The Summit Real Estate Group, Inc. ("Summit")
in Orange County Superior Court (Case  #01CC12872).  The complaint  alleges four
causes of action:  (1) Breach of Fiduciary Duty; (2) Rescission;  (3) Fraud; and
(4) Civil Conspiracy.  The complaint  requests damages in the amount of not less
than  $100,000 and punitive  damages.  On or about  November 20, 2001,  Bruce A.
Berman filed,  concurrently with his answer, a verified  Cross-complaint against
GPN for indemnity, declaratory relief, breach of contract, failure to pay wages,
unfair business practices, and breach of implied covenant of good faith and fair
dealing.  The complaint  alleges that GPN failed to pay Mr. Berman accrued wages
and other compensation in the amount of $60,000. On December 21, 2001, GPN filed
a  Demurrer  to Mr.  Berman's  cross-complaint.  GPN  subsequently  granted  Mr.
Berman's request to file an amended  complaint,  which has not yet been filed or
served.  On November  30,  2001,  Jeffrey M.  Diamond  filed a Demurrer to GPN's
Complaint.  On January 23, 2002, GPN filed a First Amended Complaint,  naming an
additional  defendant,  Timothy C. Capps. The First Amended Complaint also added
an additional  cause of action against Mr. Diamond for breach of fiduciary duty.
Mr.  Diamond has filed a petition to compel  arbitration  for certain  causes of
action.  In March 2002,  GPN, Mr.  Berman and Summit  agreed to a settlement  in
principal,  whereby Mr.  Berman will waive all claims  against GPN and indemnify
GPN for any claims  brought by former  landlords  related to back or future rent
for premises occupied by GPN before August 2001, and GPN will release Mr. Berman
from all claims  relating  to the pending  action.  The  settlement  with Summit
provides for a mutual  release and GPN's  repurchase  of a telephone  system for
$2,900.  There can be no  assurances  that the  settlement  with Mr.  Berman and
Summit will be  consummated  on the terms  agreed to in principal or at all. The
Company  believes  that it has  meritorious  defenses  to the above  claims  and
intends  to  defend  these  claims  vigorously.   Nevertheless,   litigation  is
uncertain,  and the Company may not prevail in the  lawsuits  and can express no
opinion as to its ultimate outcome.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

                                       8
<PAGE>


                                     PART II

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         The  Company's  common stock is approved for  quotation on the NASD OTC
Bulletin  Board under the symbol  "GPNN".  From April 7 to November 8, 2000, the
Company's  common  stock was traded under the symbol  "GNOW".  Prior to April 6,
2000, the Company's  common stock traded under the symbol "DMRX".  The following
table sets forth the high and low bid prices for the Company's  common stock for
the periods noted, as reported by the National Daily  Quotation  Service and the
Over-The-Counter Bulletin Board. Quotations reflect inter-dealer prices, without
retail   mark-up,   markdown  or  commission   and  may  not  represent   actual
transactions.

                                             2001

                                    High                Low
   ------------------------- ------------------ ------------------
   1st Quarter                  $    3.50          $    1.63
   2nd Quarter                       2.75               0.24
   3rd Quarter                       0.38               0.14
   4th Quarter                       0.18               0.02
   ------------------------- ------------------ ------------------


                                             2000

                                    High                Low
   ------------------------- ------------------ ------------------
   1st Quarter                  $    3.75          $    0.08
   2nd Quarter                       6.63               0.75
   3rd Quarter                       3.50               1.34
   4th Quarter                       3.50               1.19
   ------------------------- ------------------ ------------------


         At March 23, 2002,  there were  approximately  340 holders of record of
the Company's Common Stock.

         The Company has not paid any  dividends  on its shares of common  stock
since its inception and does not  anticipate  that dividends will be paid in the
immediate future.

                     RECENT SALES OF UNREGISTERED SECURITIES

         During 2000,  the Company sold 294,000  shares of common stock in GoBiz
for $1.75 per share. In May 2001, the Company  purchased this minority  interest
in GoBiz by  exchanging  one share of GoBiz  common  stock for 1.4 shares of the
Company's  common stock.  The net effect of these  transactions  resulted in the
issuance of shares of stock in the Company as follows:


                                       9
<PAGE>

                            Sales       Price         Shares
                            -----       -----         ------

GoBiz Acquisition          $514,500     $1.25         411,600

         In January and February  2001,  the Company  conducted a limited  offer
whereby  the  owners of certain  $7.50 and  $10.00  warrants  were  granted  the
opportunity to exercise these warrants in Warrant Units (each  consisting of one
warrant  exercisable for $7.50 and one warrant exercisable for $10.00) for $1.00
per Warrant Unit and receive,  in exchange for each Warrant  Unit,  one new Unit
("New Unit")  consisting  of one share of Common  Stock of the Company,  one new
warrant  exercisable  for $2.50 per share and one new  warrant  exercisable  for
$5.00 per share.  These new warrants vest immediately and expire on December 31,
2003.  The  owners  of  these  warrants  exercised  163,500  Warrant  Units  and
accordingly  the  following  increases or  (decreases)  in warrants  outstanding
occurred:

Shares of Common     Warrants at     Warrants at     Warrants at    Warrants at
 Stock at $1.00        $2.50            $5.00           $7.50          $10.00
----------------     -----------     -----------     -----------    -----------

   163,500             163,500          163,500        (163,500)      (163,500)


     During the year ended December 31, 2001, the Company issued an aggregate of
167,250 shares of common stock to employees.  The Company also cancelled 352,500
shares of common stock  issued to  terminated  employees  per the terms of their
employment agreements. In addition, the Company repurchased and cancelled 25,000
shares of common stock from an employee in exchange  for a severance  payment of
$11,000.

     On May 1, 2001,  the Company  completed  the  acquisition  of the  minority
interest  in its  subsidiary  company,  GoBizNow.com,  whereby 1.4 shares of the
Company's common stock were exchanged for every one share of GoBizNow.com common
stock issued and outstanding.  Pursuant to this transaction,  the Company issued
411,600 shares of its common stock to the shareholders of GoBizNow. The Company,
under its new  management,  is in  negotiations  to reduce  the number of shares
issued to certain officers and employees holding 568,500 of GoBizNow.com  shares
potentially  exchangeable pursuant to the terms of the GoBizNow.com  acquisition
agreement for 795,900 of the Company's  shares.  There is no assurance  that the
Company will be successful in these negotiations and has therefore reflected the
outstanding  common  shares at December  31, 2001 as if all 795,900  shares have
been issued.

     From time to time, the Company may issue non-plan stock options pursuant to
various  agreements  and  other  compensatory  arrangements.  Under the terms of
various agreements with employees,  during the year ended December 31, 2001, the
Company issued options to purchase  109,000 shares of the Company's common stock
at an exercise price of $2.00 per share.

         In January 2002, the Company sold to Todd M. Ficeto, the Company's sole
director and  officer,  2,500,000  units at $0.06 per unit for a total  purchase
price of $150,000.  Each unit sold included two shares of the  Company's  common
stock and one five-year  warrant to purchase one share of the  Company's  common
stock at $0.03 per share.  The warrants are currently  exercisable.  The sale of


                                       10
<PAGE>

the units resulted in the issuance of 5,000,000  shares of the Company's  common
stock and warrants exercisable for 2,500,000 shares of common stock.

         The issuances mentioned above involve  "restricted  securities" because
the  issuances  were  made in  reliance  upon the  exemption  from  registration
provided by Section 4(2), Regulation D and/or Regulation S of the 1933 Act.

ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION  AND RESULTS OF OPERATIONS

         The  following  information  should  be read in  conjunction  with  the
financial  statements  and the notes  thereto.  The  analysis set forth below is
provided pursuant to applicable  Securities and Exchange Commission  regulations
and is not intended to serve as a basis for projections of future events.

         EXCEPT  FOR  HISTORICAL   INFORMATION  CONTAINED  HEREIN,  THE  MATTERS
DISCUSSED IN THIS FORM 10-KSB ARE FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO
CERTAIN  RISKS AND  UNCERTAINTIES  THAT  COULD  CAUSE  ACTUAL  RESULTS TO DIFFER
MATERIALLY  FROM  THOSE  SET  FORTH  IN SUCH  FORWARD-LOOKING  STATEMENTS.  SUCH
FORWARD-LOOKING   STATEMENTS   MAY  BE   IDENTIFIED   BY  THE  USE  OF   CERTAIN
FORWARD-LOOKING  TERMINOLOGY,  SUCH AS "MAY,"  "WILL,"  "EXPECT,"  "ANTICIPATE,"
"INTEND," "ESTIMATE,"  "BELIEVE," OR COMPARABLE  TERMINOLOGY THAT INVOLVES RISKS
OR  UNCERTAINTIES.  ACTUAL FUTURE RESULTS AND TRENDS MAY DIFFER  MATERIALLY FROM
HISTORICAL AND ANTICIPATED RESULTS,  WHICH MAY OCCUR AS A RESULT OF A VARIETY OF
FACTORS.  SUCH RISKS AND  UNCERTAINTIES  INCLUDE,  WITHOUT  LIMITATION,  FACTORS
DISCUSSED IN  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
RESULTS OF OPERATIONS  SET FORTH BELOW,  AS WELL AS IN "RISK  FACTORS" SET FORTH
HEREIN.  GPN NETWORK  UNDERTAKES  NO  OBLIGATION  TO UPDATE ANY  FORWARD-LOOKING
STATEMENT,  WHETHER AS A RESULT OF NEW INFORMATION,  FUTURE EVENTS OR OTHERWISE.
READERS  SHOULD  CAREFULLY  REVIEW  THE  FACTORS  SET FORTH IN OTHER  REPORTS OR
DOCUMENTS THAT GPN NETWORK FILES FROM TIME-TO-TIME WITH THE SEC.

Overview
--------

     Pursuant to an acquisition  agreement  effective April 6, 2000,  GPN-Nevada
completed  a  transaction  whereby it was merged  with and into  DermaRX and the
separate corporate  existence of GPN-Nevada ceased. The transaction was recorded
as a "reverse  acquisition" where GPN-Nevada was considered to be the accounting
acquirer as it retained control of DermaRx after the merger. Simultaneously with
the  Merger,  the name  DermaRx  was  changed  to  GoPublicNow.com,  and all the
outstanding shares of common stock of GPN-Nevada were exchanged on a one-for-one
basis for shares of common stock of GPN.  Immediately  prior to the merger,  the
common  stock of DermaRx was reduced by a one for five reverse  stock split.  On
November 8, 2000,  the  Company  changed  its name from  GoPublicNow.com  to GPN
Network, Inc.


                                       11
<PAGE>


     During 2001, due in large part to the decreased  availability of investment
capital  to the  Company's  target  market of  internet  related,  small  growth
companies,  GPN Network failed to meet its revenue targets.  On July 27, 2001, a
majority  interest in the Company was  acquired by a private  investor,  and the
Company installed new management.  The Company's new management discontinued the
Company's current operations effective July 27, 2001. As a result, operations of
the Company through  December 31, 2001 are reported as discontinued  operations.
The Company  currently  does not have any plan of operations and there can be no
assurance that a plan will be adopted in the next twelve months.

     The financial  statements  and notes thereto for the periods ended December
31,  2001 and  2000 are  presented  in  accordance  with  APB  Opinion  No.  30,
"Reporting  the Results of  Operations - Reporting  the Effects of Disposal of a
Segment of a Business,  and Extraordinary,  Unusual, and Infrequently  Occurring
Events  and  Transactions"   ("APB  No.  30").  Pursuant  to  APB  No.  30,  the
Consolidated  Statements of Operations  for the periods ended  December 31, 2001
and 2000 reflect the loss from  discontinued  operations  as a single line item.
The  discussion  below is based upon the detail  line items of the  consolidated
statements of operations, and not upon this summary presentation.

RESULTS OF OPERATIONS FOR THE PERIOD ENDING DECEMBER 31, 2001 COMPARED TO THE
PERIOD ENDING DECEMBER 31, 2000

Revenue
-------
     Because the Company  discontinued  its only  revenue  producing  activities
during 2001, there is no revenue from continuing  operating  activities shown on
the  consolidated  statement of operations  for the period  ending  December 31,
2001.  For the twelve months ending  December 31, 2001,  the Company  recognized
revenue of $59,668 from  discontinued  operations,  which was derived  primarily
from e-commerce  consulting and business  development  services.  For the twelve
months ended December 31, 2000, the Company recognized  $174,011 of revenue from
discontinued operations, which was derived primarily from e-commerce consulting,
business development services, and listing fees.

Employee Compensation
---------------------
     There was no employee  compensation  from continuing  operations during the
twelve months ended December 31, 2001 or 2000.  There was employee  compensation
from discontinued operations of $508,973 and $1,173,990,  respectively,  for the
periods ended December 31, 2001 and 2000. These amounts were composed  primarily
of officer and employee salaries.

Selling, General, and Administrative Expenses
---------------------------------------------
     During the period ending  December 31, 2001,  there was $19,982 of selling,
general and administrative expenses from continuing operations.  This amount was
composed  of legal and  accounting  fees.  There was no  selling,  general,  and
administrative  expense from  continuing  operations for the twelve months ended
December 31, 2000.  Also during the period ending  December 31, 2001,  there was
$1,434,914 of selling,  general,  and administrative  expenses from discontinued


                                       12
<PAGE>

operations,  consisting  primarily  of legal  and  accounting  fees,  impairment
expense, depreciation and amortization,  rent, advertising, and internet content
and service fees.  During the twelve months ended  December 31, 2000,  there was
$1,108,601 of selling,  general,  and administrative  expenses from discontinued
operations,  which  were  composed  primarily  of  legal  and  accounting  fees,
depreciation  and  amortization,  rent,  advertising,  and internet  content and
service fees.

Interest Income and Expense
---------------------------
     During the period ending  December 31, 2001,  there was no interest  income
from  continuing  operations,  and there was  $1,662 of  interest  expense  from
continuing operations,  consisting of interest on notes payable. Also during the
period  ending  December  31,  2001,  there was $4,357 of  interest  income from
discontinued operations. During the comparable period in 2000, there was $62,511
of interest income from discontinued operations. The difference is due to higher
cash balances maintained in 2000.

Loss From Continuing Operations
-------------------------------
     For the reasons  stated above,  the Company had a net loss from  continuing
operations of $19,982 for the twelve months ending December 31, 2001.  There was
no continuing operating activity for the twelve months ending December 31, 2000.

Loss From Discontinued Operations
---------------------------------

     During the twelve months ending  December 31, 2001, the Company  recorded a
net loss from discontinued operations of $1,860,727. This amount consists of the
loss from discontinued  operations from January 1, 2001,  through July 27, 2001,
the  date of  discontinuance,  of  $1,456,924,  plus  the  loss on  disposal  of
discontinued  operations of $403,803.  The loss from discontinued  operations is
composed  primarily  of the loss due to the  impairment  of assets,  officer and
employee  salaries,  and  facilities  expense,  including  rent.  The loss  from
disposal  of  discontinued  operations  represents  the loss  from  discontinued
operations  from the date of  discontinuance  through  December 31,  2001.  This
amount  is  composed  primarily  of the loss due to the  impairment  of  assets,
officer and employee salaries, and facilities expenses, including rent. The loss
from discontinued  operations was $2,060,469 during the year ending December 31,
2000.

Net Loss
--------

     For the reasons stated above,  the Company's net loss for the twelve months
ending  December 31, 2001 was  $1,882,371  compared to a net loss for the twelve
months ending December 31, 2000 of $2,060,469.

Liquidity and Capital Resources
-------------------------------

         At  December  31,  2001,  the  Company  had $5,964 in  current  assets,
including  $5,275 in cash. Also at December 31, 2001,  current  liabilities were
$587,934.  The Company currently has no business plan, and there is no assurance
that a viable  plan will be  obtained  and  implemented.  In January  2002,  the
Company  raised  $150,000  through  a sale  of  common  stock  to  its  majority
stockholder.  This  amount  is  approximately  23% of the  amount of debt on the
Company's  balance  sheet at December 31, 2001.  For the near term,  the Company
will be completely  dependent upon its ability to raise  additional  funds,  and
there is no assurance  that this will be possible on terms that are favorable to
the Company, if at all.


                                       13
<PAGE>

Going Concern
-------------

         The Company's  independent  certified public accountants have stated in
their  report  included in this Form 10-KSB that the Company has  incurred a net
loss and negative  cash flows from  operations  of  $1,882,371  and  $1,018,867,
respectively,  for the year ended  December 31, 2001,  and a lack of operational
history,  among other matters, that raise substantial doubt about its ability to
continue  as a going  concern,  which  contemplates,  among  other  things,  the
realization  of assets and  satisfaction  of liabilities in the normal course of
business.  In the  absence of  significant  revenue and  profits,  and since the
Company has no specific operational business plan, the Company, in order to fund
operations, will be completely dependent on additional debt and equity financing
arrangements,  which management believes may be insufficient to fund its capital
expenditures,  working capital and other cash  requirements  for the fiscal year
ending  December  31,  2002.  Therefore,  the  Company  may be  required to seek
additional funds to finance its long-term operations.  The successful outcome of
future  activities cannot be determined at this time and there are no assurances
that if it can be achieved,  the Company will have sufficient funds to execute a
business plan or generate positive operating results.

ITEM 7.           FINANCIAL STATEMENTS

         The financial  statements  of the Company are attached  hereto as pages
F-1 through F-21.

ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE

Year ended December 31, 2000
----------------------------

         The firm of Miller and McCollom was engaged to perform the audit of the
DermaRX  entity for the period ended  February  29,  2000.  The firm of Corbin &
Wertz was engaged to perform the audit of GPN for the period ended  December 31,
2000.

         The audit reports of Miller and McCollom on the financial statements of
the Company did not contain any adverse  opinion or disclaimer  of opinion,  nor
were they qualified or modified as to audit scope or accounting principles.  The
decision to change  accountants  was  approved by the board of  directors of the
Company.  During the  Company's  two most recent  fiscal years from December 31,
2000 and any  subsequent  interim  period  preceding  the change,  there were no
disagreements with the former accountant on any matter of accounting  principles
or practices,  financial statement  disclosure,  or auditing scope or procedure,
which  disagreements,  if  not  resolved  to  the  satisfaction  of  the  former
accountant,  would have caused it to make reference to the subject matter of the
disagreements in connection with its report.

Year ended December 31, 2001
----------------------------

         On January 1, 2002, the Company terminated its relationship with Corbin
& Wertz as the Company's independent certified public accountants.  The decision
to change accountants was approved by the Company's Board of Directors. Corbin &

                                       14
<PAGE>


Wertz's  report on the  consolidated  financial  statements  for the year  ended
December 31, 2000 did not contain an adverse  opinion or a disclaimer of opinion
and was not modified or qualified as to  uncertainty,  audit scope or accounting
principles;  however, such report contained an explanatory paragraph relating to
substantial doubt regarding the uncertainty of the Company's ability to continue
as a going concern.  In connection with its audit of the Company's  consolidated
financial  statements  for the year ended  December 31, 2000, and the subsequent
interim period immediately  preceding the date of termination of Corbin & Wertz,
the Company had no disagreements with Corbin & Wertz on any matter of accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure, which disagreements,  if not resolved to the satisfaction of Corbin &
Wertz,  would have caused them to make a reference to the subject  matter of the
disagreements  in connection  with their reports on the  consolidated  financial
statements of the Company.  Corbin & Wertz has furnished to the Company a letter
addressed to the Securities and Exchange  Commission stating that it agrees with
the  statements  made by the  Company  in its  Current  Report on Form  8-K,  as
amended, as filed on January 23, 2002.

         On January 1, 2002,  the  Company  engaged  Singer  Lewak  Greenbaum  &
Goldstein LLP as its new independent  accountants.  Such engagement was approved
by the  Company's  Board of  Directors.  In the Company's two most recent fiscal
years and any subsequent  interim period to the date of engagement,  the Company
has not consulted with Singer Lewak Greenbaum & Goldstein LLP regarding  either:
(i) the application of accounting principles to a specified transaction,  either
completed  or proposed;  or the type of audit  opinion that might be rendered on
the Company's financial statements, and neither a written report was provided to
the Company nor oral advice was provided that Singer Lewak Greenbaum & Goldstein
LLP  concluded was an important  factor  considered by the Company in reaching a
decision as to the accounting,  auditing or financial  reporting  issue; or (ii)
any matter  that was either the  subject of a  disagreement  or event,  as those
terms  are  used  in  Item  304(a)(1)(iv)of   Regulation  S-B  and  the  related
instructions to Item 304 of Regulation S-B.

                                    PART III

ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                  PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

         Todd M. Ficeto is the Company's  sole officer and  director.  Executive
officers are elected  annually by the Board of  Directors.  Board  members serve
one-year  terms  until  their  death,  resignation  or  removal  by the Board of
Directors.

Name              Age       Position
----              ---       --------

Todd M. Ficeto    35        Chief Executive Officer, President, Chief Financial
                            Officer and Director

     Todd M. Ficeto became the Company's sole Director,  Chief Financial Officer
and Secretary in July 2001 in connection with his acquisition of the majority of
the  Company's  common  stock.  In August  2001,  he was also  elected  to Chief
Executive Officer and President. Mr. Ficeto founded VMR Capital Markets, U.S. in


                                       15
<PAGE>

1995 and is currently its  President  and  Chairman.  Mr. Ficeto has been in the
investment banking industry since 1989.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Company's  directors  and  executive  officers and persons who own more than ten
percent of a registered  class of the Company's  equity  securities to file with
the SEC initial  reports of  ownership  and reports of changes in  ownership  of
Common Stock and other equity  securities of the Company.  Officers,  directors,
and greater than ten percent  stockholders  are required by SEC  regulations  to
furnish the Company  with  copies of all Section  16(a) forms they file.  To the
Company's knowledge,  during the year ended December 31, 2001, all Section 16(a)
filing requirements applicable to the Company's officers,  directors and greater
than ten percent stockholders were complied with.

ITEM 10.          EXECUTIVE COMPENSATION

Summary Compensation Table
--------------------------

         The Summary Compensation Table shows certain  compensation  information
for services  rendered in all  capacities for the fiscal year ended December 31,
2001 and the  fiscal  year  ended  December  31,  2000.  Other than as set forth
herein, no executive  officer's salary and bonus exceeded $100,000 in any of the
applicable  years. The following  information  includes the dollar value of base
salaries.  Neither person received bonus awards,  stock options or certain other
compensation, whether paid or deferred, during the periods indicated.

                           SUMMARY COMPENSATION TABLE

                                                        Annual Compensation
                                                        -------------------
   Name and Principal Position            Year                 Salary
   ---------------------------------      -----         -------------------
 Todd M. Ficeto (1).................      2001                 $     0

                                          2001                 $  91,067
 Bruce Berman (2)...................      2000                 $ 115,620

 -------------------------

     (1) Todd M.  Ficeto  became  the  Company's  Chief  Financial  Officer  and
     Secretary in July 2001 and Chief Executive  Officer and President in August
     2001.

     (2) Bruce Berman was the Company's Founder, President, and Chief Executive
     Officer  from  inception  until July 2001.  Mr.  Berman  received an annual
     salary of $120,000. Mr. Berman also received a net car allowance of $1,349.
     In his capacity as a director of GobizNow,  he received $1,000 per quarter,
     and as  Chairman  of  GoBizNow,  Mr.  Berman  received a monthly  salary of
     $2,500. Mr. Berman had declined the Company's offer of health insurance and
     instead  received  a net amount of $100 per month in lieu  thereof.  All of
     these items are included in the "Salary" column of the summary compensation
     table above.

                                       16
<PAGE>

Option/SAR Grants in Last  Fiscal Year
--------------------------------------

         None.

Aggregate Options Exercised in Last Fiscal Year End Y/E Option Values
--------------------------------------------------------------------

         None.

     The Company has both an Incentive  Stock Option Plan and an Executive Stock
Option Plan which were  utilized  in prior  years when the  Company  operated as
DermaRX.  There are currently no options outstanding under either of these plans
and management does not intend to issue any options under either of these plans.
The Company may  introduce a new  Incentive  Stock Option Plan and/or  Executive
Stock Option Plan at the  discretion  of the Board of  Directors.  On January 2,
2001, the Company declared a stock bonus payable to non-officer  employees.  The
total  number of shares  issued  pursuant  to this bonus was 17,250 all of which
were restricted shares of common stock. From time to time, at the recommendation
of  management,  the Board of  Directors  had granted  stock  options to various
employees.  These options were issued pursuant to individual grants and were not
under an existing plan.

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

         The  following  table sets forth  certain  information  as of March 22,
2002,  with respect to (i) Todd M.  Ficeto,  who is the only person known to the
Company who beneficially  owns more than five percent of the outstanding  shares
of Common  Stock,  and who is the sole officer and director of the Company,  and
(ii) the officers and directors of the Company as a group.

    Name and Address         Beneficial Ownership           Percentage of Class
    ----------------         --------------------           -------------------
    Todd M. Ficeto           14,700,000 shares(1)                  76.7%
    Officers and Directors
        as a group(2)        14,700,000 shares(1)                  76.7%

------------------
(1)      Includes 2,500,000 shares of common stock underlying currently
         exercisable warrants.

(2)      Mr. Berman resigned as the Company's President and Chief Executive
         Officer in July 2001.

ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Pursuant to the terms of a Stock  Purchase  Agreement  dated as of July
27, 2001, Todd Ficeto acquired  7,200,000  shares of the Company's  Common Stock
from The Berman Family Trust. Mr. Ficeto paid $275,000 for the shares.

         On August 3, 2001, the Company  received a loan from Todd Ficeto in the
amount of $27,000.  The amount plus interest accrued at the rate of 6% is due on
demand.


                                       17
<PAGE>


         On  September  7,  2001,  the  Company  received  a loan from a company
controlled by Mr. Ficeto, the Company's majority  stockholder,  for $50,000. The
amount plus interest accrued at the rate of 6% is due on September 8, 2003.

         On January  8, 2002,  Todd  Ficeto,  the  Company's  sole  officer  and
director,  purchased  2,500,000 Units from the Company,  each Unit consisting of
two shares of common  stock and one Warrant,  for a purchase  price of $150,000.
The  Warrants  and  shares of common  stock  were  immediately  detachable.  The
transaction  resulted in the  issuance of  5,000,000  shares of Common Stock and
warrants  exercisable  for 2,500,000  shares of common  stock.  The warrants are
immediately   exercisable   and   terminate   January  7,  2007.   The  warrants
automatically adjust upon certain events,  including any stock splits, dividends
or   distributions,   reclassification,   capital   reorganization,   merger  or
consolidation. In connection with the purchase of the Units, the Company and Mr.
Ficeto also  entered  into an Investor  Rights  Agreement  granting  Mr.  Ficeto
certain registration rights with respect to the shares of common stock.

ITEM 13.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
                  FORM 8-K

(a)      Financial Statements, Financial Statement Schedules and Exhibits

         Independent Auditors' Report.

         Consolidated Balance Sheet as of December 31, 2001.

         Consolidated  Statement  of  Operations  for the  twelve  months  ended
         December 31, 2001 and 2000.

         Consolidated  Statement of Stockholders'  Equity (Deficit) for the
         twelve months ended December 31, 2001 and 2000.

         Consolidated  Statement  of Cash  Flows  for the  twelve  months  ended
         December 31, 2001 and 2000.

         Notes to Consolidated Financial Statements.

                                    Exhibits
                                    --------

        Exhibit
        Number                                Description
        ------                                -----------
        2.1               Stock Purchase  Agreement,  dated as of July 27, 2001,
                          by and between Todd Ficeto and The Berman Family Trust
                          (incorporated  by  reference  to  exhibit  2.1  of the
                          Registrant's  Form 8-K filed with the  Securities  and
                          Exchange Commission on August 3, 2001.

        3.1               Certificate of Incorporation filed with the Delaware
                          Secretary of State on June 4, 1985

                                       18
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        3.1(a)            Certificate of Amendment filed with the Delaware
                          Secretary of State on July 16, 1987

        3.1(b)            Certificate of Amendment filed with the Delaware
                          Secretary of State on February 3, 1992

        3.1(c)            Certificate of Amendment filed with the Delaware
                          Secretary of State on November 23, 1992

        3.1(d)            Certificate of Amendment filed with the Delaware
                          Secretary of State on December 15, 1994

        3.1(e)            Certificate of Amendment filed with the Delaware
                          Secretary of State on November 7, 1995

        3.1(f)            Certificate of Amendment filed with the Delaware
                          Secretary of State on December 30, 1996

        3.1(g)            Certificate of Merger of GoPublicNow.com, Inc. into
                          DermaRx Corporation filed with the Delaware Secretary
                          of State on April 6, 2000 (incorporated by reference
                          to exhibit 3.3 of the Registrant's  Form 8-K filed
                          with the Securities and Exchange Commission on
                          April 20, 2000)

        3.1(h)            Certificate of Amendment filed with the Delaware
                          Secretary of State on November 8, 2000

        3(b)              By-Laws of the Company, as amended and restated.

        10.1              Shell Acquisition Agreement dated February 24, 2000
                          by and between DermaRx Corp., a Delaware  corporation,
                          shareholders  of DermaRx Corp. who are the owners or
                          otherwise represent at least 51% of all of the issued
                          and outstanding  common stock and GoPublicNow.com,
                          Inc. (incorporated by reference to exhibit 10.1 of the
                          Registrant's Form 8-K filed with the Securities and
                          Exchange Commission on June 20, 2000).

        10.2              Limited Offer to Exercise Outstanding Warrant Units,
                          dated December 1, 2000 (incorporated by reference to
                          exhibit 10(b) of the Registrant's Form 10-KSB for the
                          year ended December 31, 2000).

        10.3              Warrant agreement dated December 1, 2000 (incorporated
                          by reference to exhibit 10(c) of the Registrant's Form
                          10-KSB for the year ended December 31, 2000).

        10.4              Confidential Private Placement Memorandum dated
                          February 20, 2001 (incorporated by reference to
                          exhibit 10(d) of the Registrant's Form 10-KSB for the
                          year ended December 31, 2000).

                                       19
<PAGE>


        10.5              Warrant agreement dated February 12, 2001
                          (incorporated by reference to exhibit 10(e) of the
                          Registrant's Form 10-KSB for the year ended December
                          31, 2000).

        10.6              Investor Rights Agreement, dated January 8, 2002
                          between the Registrant and Todd Ficeto.

        10.7              Warrant dated January 8, 2002 issued to Todd Ficeto.


(b)      There were no reports on Form 8-K filed by the Company during the
         fourth quarter of 2001.


                                       20
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                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange  Act of 1934,  the  Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on April 16, 2002


                                 GPN Network, Inc.

                                 By:
                                 ----------------------------
                                   Todd M. Ficeto
                                   President, Chief Executive Officer and Chief
                                   Financial Officer

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934,  this report has been signed by the  following  persons in
the capacities and on the dates indicated.


               Name                 Title                        Date
           -------------          ----------                   ----------

                                 President, Chief Executive
                                 Officer, Chief Financial
        --------------------     Officer, Director
        Todd M.Ficeto                                         April 16, 2002






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