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
                                February  29,  2000

                                       OR

|_|            TRANSITIONAL  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)
                     OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

                             Commission  file  number
                                    33-15607

                               GoPublicNow.com
             (Exact  name  of  registrant  as  specified  in  its  charter)

                Delaware                               13-3301899
    (State  or  other  jurisdiction  of                  (IRS  Employer
     incorporation  or  organization)                Identification  No.)

     5000  Birch  St.,  West  Tower,  Suite  4900
            Newport  Beach,  California                    92660
(Address  of  principal  executive  offices)               (Zip  Code)

Registrant's  telephone  number,  including  area  code:  (949)  752-2797

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:  None

Securities  registered  pursuant  to  Section  12(g)  of  the  Act:  None

      Indicate  by  check  mark whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities 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  |_|

      Check  if there is no disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-B  contained herein, and will not 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:  $18,048.

      As  of  June  8, 2000, the aggregate market value of the 10,866,240 issued
and outstanding Shares of Common Stock of the registrant (based upon the average
of  the  bid  and asked price of these shares as reported by the NASDAQ Bulletin
Board)  held  by  non-affiliates  was  approximately  $35,315,280.

      The  number  of  shares  outstanding of the registrant's common stock, par
value  $.05,  as of February 29, 2000 was 2,099,862 shares. The number of shares
outstanding  of  the  registrant's common stock, par value $.0001, as of June 8,
2000,  was  10,657,240.

                                        1
<PAGE>

                                INTRODUCTORY NOTE

This  Annual  Report  on  Form  10-KSB  may be deemed to contain 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.  The Company intends that
such  forward-looking  statements be subject to the safe harbors created by such
statutes.  The  forward-looking  statements included herein are based on current
expectations  that involve a number of risks and uncertainties.  Accordingly, to
the extent that this Annual Report contains forward-looking statements regarding
the  financial  condition,  operating  results,  business prospects or any other
aspect  of  the  Company,  please be advised that the Company's actual financial
condition, operating results and business performance may differ materially from
that  projected  or estimated by the Company in forward-looking statements.  The
differences  may be caused by a variety of factors, including but not limited to
adverse  economic  conditions, intense competition, including intensification of
price  competition  and  entry of new competitors and products, adverse federal,
state  and local government regulation, inadequate capital, unexpected costs and
operating  deficits,  increases in general and administrative costs, lower sales
and revenues than forecast, loss of customers, customer returns of products sold
to  them by the Company, disadvantageous currency exchange rates, termination of
contracts,  loss  of  suppliers,  technological  obsolescence  of  the Company's
products,  technical  problems  with the Company's products, price increases for
supplies  and  components,  inability  to  raise  prices,  failure to obtain new
customers,  litigation and administrative proceedings involving the Company, the
possible  acquisition  of new businesses that result in operating losses or that
do  not  perform as anticipated, resulting in unanticipated losses, the possible
fluctuation  and  volatility  of  the  Company's  operating  results,  financial
condition  and  stock  price,  losses incurred in litigating and settling cases,
dilution  in the Company's ownership of its business, adverse publicity and news
coverage,  inability  to carry out marketing and sales plans, loss or retirement
of  key  executives,  changes in interest rates, inflationary factors, and other
specific  risks that may be alluded to in this Annual Report or in other reports
issued  by the Company.  In addition, the business and operations of the Company
are subject to substantial risks, which increase the uncertainty inherent in the
forward-looking  statements.  In light of the significant uncertainties inherent
in  the  forward-looking  information  included  herein,  the  inclusion of such
information  should  not  be regarded as a representation by the Company, or any
other  person,  that  the  objectives  or plans of the Company will be achieved.

                                        2
<PAGE>
                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS.

      (a)  Business  Development

      DermaRx Corporation (the "Company"), a Delaware corporation formerly known
as Innotek, Inc., was organized in June 1985 to develop, design, manufacture and
market products utilizing proprietary speech-generated tactile feedback devices.
The  Company  completed  an initial public offering of its securities in October
1987.  On September 1, 1992, the Company's wholly-owned subsidiary, InnoVisions,
Inc.,  ("InnoVisions Delaware"), acquired all of the outstanding shares of stock
of  InnoVisions,  Inc.  ("InnoVisions  Ohio,") InnoVisions Ohio manufactured and
marketed  two  "over-the-counter"  skin  care  products,  BottomBetter(TM)  and
DermaMend(TM).  In  1993,  the  Company  began  to  concentrate  its  efforts on
developing  and  marketing  its  skin  protective  products.

     On  October  16,  1998,  Gerit Mulder resigned as President and Director of
Wound  Services,  Inc.,  the  Company's  wholly-owned  would  care  consulting
subsidiary  and  as  Vice  President  and  Director  of  DermaRX.    Due  to the
unexpected  and  untimely  departure  of  Mr.  Mulder, the Company was forced to
suspend  its  wound  care consulting business. Since the consulting business was
the  primary  source of revenues, revenue goals were not met during fiscal 1998.
During  Fiscal  1998, Maryanne Carroll resigned as President and Director of the
Company,  and  Pedro  Valdez  resigned  as  Directors.

     Pursuant to an Acquisition Agreement (the "Acquisition Agreement") dated as
of  February  24,  2000 among DermaRx Corporation ("DMRX"), shareholders of DMRX
holding  a  majority  of  the  DMRX  shares  (the  "Shareholders")  and
GoPublicNow.com,  Inc.,  a Nevada corporation ("GPN-Nevada"), effective on April
6,  2000,  GPN-Nevada  was  merged with and into DMRX and the separate corporate
existence  of  GPN-Nevada  ceased  in  a  transaction  referred to as a "reverse
Acquisition."  Simultaneously  with  the merger, the name of DMRX was changed to
GoPublicNow.com  ("GPN"  or  the  "Company"),  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 the Company.  Immediately prior to the merger, the common stock
of  DMRX  was  reduced  by  a  one  for  five  reverse  stock  split.

     When  fully  operational,  GPN's  operations  will  consist  of three major
components.  First  is a network of financial service providers that can satisfy
many  of  the  demands  of  companies desiring to go public or needing access to
capital  or  GPN's  advanced business services.  Second is a unique, interactive
web portal site that can serve as the conduit between the clients, the financial
service  providers  and  GPN,  allowing  benefits  for  all parties.  Third, the
Company  effectively  becomes  an  emerging  growth  company  incubator.

     GoPublicNow.com  ("GPN")  is  headquartered  in  Newport Beach, California.
The  Company was initially formed in December 1999 and began generating business
in  April  2000.

                                        3
<PAGE>

     Industry

     The  number  of  companies going public and requiring access to capital has
significantly  increased  in  recent  years (see Industry Description and Trends
below).  There  is  also  significant  growth  in  the  use  of the Internet for
offering  efficient  business-to-business  commerce.  GPN  intends  to  offer  a
variety  of  financial  consulting  services  targeted  toward  this  market.

     Operations  Overview

     When  fully  operational,  GPN's  operations  will  consist  of three major
components.  First  is a network of financial service providers that can satisfy
many  of  the  demands  of  companies desiring to go public or needing access to
capital  or  GPN's  advanced business services.  Second is a unique, interactive
web portal site that can serve as the conduit between the clients, the financial
service  providers  and  GPN,  allowing  benefits  for  all parties.  Third, the
Company  effectively  becomes  an  emerging  growth  company  incubator.

Revenue

     GPN  intends  to  derive  revenue  from a number of sources.  First, client
companies  that  wish  to  become  members of the site and access premium online
content  will  pay  a  membership  fee.  Second, to the extent permissible under
applicable regulations, the Company will be paid a small percentage (or finder's
fee')  for  any  business  services that are placed through our site. Third, the
Company will receive an equity position in companies that become public in three
years  that  are  a  member  of  GPN's  site.

     The  Company's primary website will be www.gopublicnow.com.   GPN presently
owns  the following Internet URL's designed to protect the value of its website:

WWW.GOPUBLICNOW.COM
WWW.GOPUBLICNOW.NET
WWW.GOPUBLICNOW.ORG
WWW.GOBIZNOW.COM
WWW.GOBIZNOW.NET
WWW.GOBIZNOW.ORG
WWW.GOPUBLICNETWORK.COM
WWW.GOPUBLICNETWORK.NET
WWW.GPN.COM

     GPN recognized the importance of protecting its intellectual property.  Our
legal  counsel  is  in the process of seeking to register with the US Patent and
Trademark  Office  for  service  marks  for  the  following:

Go  Public
Go  Public  Now
Go  Public  Network

     Services  Offered

     GPN  intends  to  offer a single source financing solution to any qualified
business that wants to become public or obtain capital, as well as provide other
related  services  to  existing  public  companies.

                                        4
<PAGE>

     GoPublicNow.com  will  target companies that are seeking capital and intend
to  go  public, as well as licensed investment bankers and brokers, etc that are
interested  in  these  types  of  companies.

     Specific  web  addresses  will  be  targeted  toward  different  audiences,
however,  with  the  exception  of  the  front-end of the site, services will be
equally  available  to  all  addresses.

     GPN  intends  to  offer  the  following  services:

     Free  Services
     --------------

     As  a  financial  Internet  portal  site,  provide  free  access  to timely
financial  information  in a customizable, easy-to-use format.  This information
may  include  some  or  all  of  the  following:

     Stock  quotes
     Stock  ticker
     Market  news
     Information  about  Going  Public  -  i.e.  IPO's,  mergers,  shell
     mergers,  etc.,  including  strategy,  timing  and  costs.
     Information  about  different  types  of  financial  programs  -  i.e.
     private  placements,  secondary  offerings,  DPO's,  Internet
     offerings,  etc.

     The  web site will also provide a unique interactive business questionnaire
that will assess whether a candidate company has the potential to Go Public Now.
If  the candidate company is qualified through the questionnaire to go public in
accordance  with  criteria  determined  by  GPN, the site will notify GPN.  If a
candidate  company  does  not meet minimum criteria necessary to become a public
company,  the site will explain it's reasoning to the candidate company and will
offer  the  candidate  company  the  ability  to  contact GPN to discuss further
options.

     Professional service providers, including accountants, attorneys, PR and IR
firms, web site designers, etc., will be able to utilize the web site's referral
service  feature.

ALTHOUGH THESE FEATURES ARE FREE TO THE CLIENT, GPN (IN MOST CASES) WILL RECEIVE
FEES  FROM  THE  SERVICE  PROVIDERS.  (SEE  PRICING  STRATEGY).

     Premium  Services
     -----------------

     Listing  companies and their financing needs for potential investment under
appropriate  regulatory  guidelines  on  the  website.

     Submitting  listed  companies  to investment sources that are registered on
the   Company's  website  whose  financial  products  match the company's unique
profile.

     Evaluating  businesses  and  providing them with a strategy to prepare them
for  going  public.

                                        5
<PAGE>

     Potential  investment by a proprietary proposed incubator bridge/venture in
select  companies.

THE  COMPANY  INTENDS  TO CHARGE FOR THESE PREMIUM SERVICES IN EXCHANGE FOR CASH
AND  STOCK.  (SEE  PRICING  STRATEGY).

PRICING  STRATEGY

     GPN  intends  to  develop  a  pricing  strategy which derives revenues from
member  companies  as  well  as  from  service  providers.

     MEMBER  COMPANIES  WILL  BE  CHARGED  THE  FOLLOWING:
     -----------------------------------------------------

     $500  client  membership  fee  for  access  to  all  premium  services.

     3% equity interest in client company if client company is a start-up, 2% if
client  company  is pre-IPO with less than $1 million in annual sales, and 1% if
client  company  is  pre-IPO  with  over  $1  million  in  annual  sales.

     Most  Investment  Bankers  charge  $25,000  to $50,000 initial fees for due
diligence  and expenses without guaranteeing a successful financing.  GPN's $500
fee  allows  companies  to  access  a  wide  variety  of financial services at a
fraction  of  the  cost.

     SERVICE  PROVIDERS  WILL  BE  CHARGED  THE  FOLLOWING:
     ------------------------------------------------------

     Up  to  10%  of  fees  collected  by  PR  and  IR  firms.

     Up  to  10%  finder's  fee  for  web  design  services.

     Up  to  10%  fee  from  media  referrals.

     Banner  /  web  advertising  fees to be determined under market conditions.

     These  referral fees are relatively standard in the various industries.  By
combining  financial  services  in  a  "one-stop-shop"  format, the Company will
potentially  be in the position of being able to receive fees from a broad range
of  providers at the same time as well as obtaining favorable pricing for client
companies.

     Quality  Control

     GPN's  Management,  based  on  years of combined investment experience, has
developed  a  series  of  multiple  choice  questions  and  answers  for  GPN's
interactive  web  site  questionnaire.  The  questions  are  designed to analyze
companies  for  listing  on  the  GPN  web site that meet the criteria generally
necessary  to  become  a public company, and to explain to companies that do not
presently  meet  the  criteria  why they are not a candidate to GoPublicNow.com.
GPN's  screening  process for reliable service providers has been developed from
years  of  Management's  experience  providing  like  services.

                                        6
<PAGE>

     Marketing

     GPN  intends  to  create  a  Web-enabled marketplace that targets companies
seeking  capital as well as investors, fund managers and other business services
resources.  By  combining  Management's  experience in the corporate finance and
IPO  marketplace  with the exponential growth of the Internet, GPN may provide a
global  network  of clients with a comprehensive "one-stop-shop" for finding and
utilizing  financial  business  services.  The  Company is positioned to provide
market  leadership in this rapidly growing industry sector due to the Management
team's  background and track record of performance in the financial marketplace.

     GPN's  operations will consist of two major components: first, a network of
financial  service  providers  with wide ranging experience in servicing the IPO
marketplace;  second, a unique, interactive website that serves as a value-added
conduit  between GPN and its clients, thus allowing both parties to communicate,
collaborate  and  partner.

     A  key component to the Company's launch strategy is to quickly build brand
awareness  for  the  GoPublicNow.com  website through advertising, publicity and
cross-promotional  campaigns.  GPN  hopes to have a competitive advantage due to
the  following:

Being  early  to  market  and  establishing  a  commanding  client  base.
Maintaining  high  quality  financial  service  providers.

Maintaining  a  broader  range  of  financial  service  offerings  than
other  sites.

Maintaining  marketing  to  maximize  web  site  awareness  and  traffic.

Utilizing  economies  of  scale  to  reduce  costs,  increase  margins,
and  negotiate  preferential  agreements.

In  order  to  drive  users  to  the  Go  Public  web  site,  the  Company
plans  to  do  the  following:

Utilize  Internet  marketing  via  banner  ads,  link  swapping,  co-
Promotions,  etc.

Utilize  traditional  marketing  programs  such  as  business  print  ads
and  business  radio  ads.

Attend  Investment  Banking  and  Business  Development  trade  shows
and  conferences.

Telemarket  to  investment  banking  firms  and  strategic  partners.

Telemarket  to  and/or  email  follow-up  on  site  visitors  through  database
management.


     Market  Assessment  &  Analysis

     As  much  as $24 billion in fresh funding flowed from Venture Capital firms
to  startup  companies in 1998, according to The National Association of Venture
Capitalists.  According  to  the Los Angeles Times, investors poured $65 billion
into  first time stock offerings in 1999.  Twenty First Century Internet Venture
Partners  claims  they  receive approximately 1,600 business plans each year and
are only able to fund no more than four or five of them.  Due to GPN's potential
resources,  as  well as the proposed online screening process, the Company could
theoretically  be  able  to  relatively  efficiently  take  those 1,600 or 7,550
business  plans  and  shop  them  to  multiple  venture  funds.

                                        7
<PAGE>

     International  Potential

     GPN  recognizes  that  one of the greatest advantages of the Internet is to
lower  global  boundaries  and allow direct personal contact between individuals
and  businesses  around  the  world.  A  key  advantage  of business-to-business
financing  over  the  Internet  is  that  it  removes  layers  of middlemen that
traditionally  exist in current international financing operations.  GPN will be
well  positioned  to assist international companies in accessing US capital.  In
the  future,  the  Company  expects to offer targeted services for international
clients,  and expects to have multiple versions of its web site online featuring
foreign languages and personalized content for different countries and cultures.


     Regulatory  Issues

     The Company will be subject to state and federal regulation with respect to
securities,  as  well  as  rules  and regulations with respect to certain of the
services  it  provides.  In  order  to  better  resolve some of those regulatory
issues,  and  to  support  the  wide  variety of services GPN plans to offer the
companies,  GPN  intends  to acquire or establish a NASD licensed broker/dealer.
The  Company's Management presently has the experience and licenses necessary to
Perform  some  broker/dealer  services.

     Competition

     The  market  for  capital  and  financing  resources  for  emerging  growth
companies  is  intensely  competitive.  Additionally, the Company competes in an
industry  segment  in  which  numerous competitors exist that have substantially
greater  resources  than  the  Company.  There are several companies that have a
meaningful  presence  on  the  Internet  to  provide  capital to emerging growth
companies,  such  as  Idealabs,  Garage.com,  and  Twenty First Century Internet
Venture  Partners.  There  can  be  no  assurance  that  existing  or  potential
competitors  of  the  Company  will not develop products equal to or better than
those  marketed by the Company.  Numerous smaller competitors also exist in this
industry.  They  tend  to  be:  (I)  Specialized  (and  only  offer  one type of
financing  service);  (ii) Traditional (non-Internet, face-to-face operators) or
(iii)  Small  scale  B  only  able  to  accommodate a few clients each year. The
Company  does  not  anticipate  directly  competing  with conventional financing
sources.  The  Company  intends  to  welcome  any  and  all legitimate financing
sources  to  participate in clients financing needs.  The Company will receive a
fee  for  any  financing  that  comes  through  the  GPN  Network.

                                        8
<PAGE>

     Employees

     GPN presently has 20 employees, of which 8 are in management.  GPN believes
its  relations  with  its  employees  are  good.

ITEM  2.  DESCRIPTION  OF  PROPERTY.

      The Company leases 3,460 feet of office space in Newport Beach, California
at  a  monthly  cost  of  $8,371.

ITEM  3.  LEGAL  PROCEEDINGS.

The  Company  may  from  time  to  time be involved in various claims, lawsuits,
disputes with third parties, actions involving allegations of discrimination, or
breach  of  contract  actions  incidental to the operation of its business.  The
Company  is  not  currently  involved  in any such litigation, which it believes
could  have a materially adverse effect on its financial condition or results of
operations.

     DermaRX  has initiated legal proceedings against its former Vice President
and Director  Gerit  Mulder. The Company is currently not involved in any legal
proceedings.

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

      None.
                                    PART  II

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

      (a)  Market  information:

GPN's  common  stock  is  presently traded on the OTC Bulletin Board operated by
Nasdaq  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 closing prices for shares of GPN 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.


<TABLE>
<CAPTION>

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

                    CLOSING PRICES
YEAR    PERIOD                               HIGH    LOW
----    ------                             -------  ------
2000    First quarter                      $3.75   $0.08
        Second quarter (through June 8)    $6.63   $0.75

1999    First quarter                      $67.38  $1.48
        Second quarter                     $24.90  $6.25
        Third quarter                      $2.25   $0.75
        Fourth quarter                     $3.12   $0.05

1998    Second quarter                     $29.78  $21.48
        Third quarter                      $32.72  $20.02
        Fourth quarter                     $21.48  $0.50
</TABLE>

                                        9
<PAGE>


     On  September 1, 1999, the Company affected a one for five reverse split of
its  Common  Stock.  Effective April 5, 2000, the Company affected an additional
one  for  five  reverse  split  of  its  Common Stock.  The table above has been
adjusted  to  reflect  the  cumulative  effect  of  these  splits.

     The  number  of  beneficial holders of record of GPN common stock as of the
date  of  the  merger was approximately 300.  Many of the shares of GPN's common
stock  are  held  in  "street name" and consequently reflect numerous additional
beneficial  owners.

                     RECENT SALES OF UNREGISTERED SECURITIES

From  December  1999  through  April  2000,  the  Company  conducted two private
placements of its unregistered securities.  Each unit sold included one share of
GPN  common  stock, one warrant to purchase a share of GPN common stock at $7.50
and  one warrant to purchase a share of GPN common stock at $10.00.  Total sales
under  each  of  these  offerings  were  as  follows:

Round   Sales     Price/Unit  shares  $7.50  warrants     $10.00  warrants
1     $1,354,500     $2.50          541,800     541,800          541,800
2     $2,134,955     $3.75          569,322     569,322          569,322
---------------------------------------------------------------
Total     $3,489,455             1,111,122     1,111,122          1,111,122

ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

     Results  of  Operations

     The  Company's  prior  full  fiscal  year  ending  February 29, 2000 is not
indicative  of  the Company's current business plan and operations.  By November
1999, DermaRx was inactive and had no revenues.  After the Company's acquisition
by GoPublicNow.com, as previously discussed, the Company's current business plan
was  implemented.  Therefore,  this  Management's  Discussion  and Analysis will
discuss  the  Company's  plans  for  the  development  and implementation of its
proposed  business  under  the  heading,  Plan  of  Operations.  For information
concerning  the Company's prior full fiscal years, the Company refers the reader
to  the  financial  statements  provided  under  Part  F/S,  contained  herein.

     Plan  of  Operations
     When  fully  operational,  GPN's  operations  will  consist  of three major
components.  First  is a network of financial service providers that can satisfy
many  of  the  demands  of  companies desiring to go public or needing access to
capital  or  GPN's  advanced business services.  Second is a unique, interactive
web portal site that can serve as the conduit between the clients, the financial
service  providers  and  GPN,  allowing  benefits  for  all parties.  Third, the
Company  effectively  becomes  an  emerging  growth  company  incubator.

      Liquidity  and  Capital  Resources

     At  February  29,  2000,  DermaRX had approximately $10 thousand in current
assets  and $475 thousand in current liabilities and, as such, was substantially
insolvent.  Subsequent  to  the  Merger,  at  April  6,  2000,  the  Company had
approximately  $2.3  million  in  current  assets  and  $10  thousand in current
liabilities.

                                       10
<PAGE>

     The  Company is a start-up, and at April 6 2000 had no revenue.  Management
of  the  Company  expects  that  current  assets  will diminish as the Company's
business plan is implemented and that revenue will not meet expenses for several
quarters,  if  at  all.  There  can  be  no guarantee that the Company's current
resources  will  be  sufficient  or  that  additional resources can be obtained.

     Since  inception,  GoPublicNow.com  funded its capital requirements through
funding  from  its  founder  and from private equity financing.  As of April 17,
2000,  the  Company's  sources  of liquidity included cash of approximately $2.3
million.

     In  December  1999 and January 2000, GoPublicNow funded its initial capital
requirements  through  the  sale of securities to private investors in a private
bridge  offering  generating a total of $1.35 million.  The bridge offering sold
541,800  units  at  $2.50  per  unit,  with each unit consisting of one share of
common  stock,  one  warrant  to purchase one share of common stock at $7.50 per
share and one warrant to purchase one share of common stock at $10.00 per share.

     In March 2000, the Company raised an additional $2.13 million via a private
placement  of  approximately  569,000  Units  at  $3.75 per Unit, with each Unit
consisting  of  one  share of Common Stock, one Warrant to purchase one share of
Common Stock at $7.50 per share, and one Warrant to purchase one share of Common
Stock  at  $10.00  per  share.

     The  Company  believes  that proceeds from its bridge financing and private
placement  funds will be sufficient to cover working capital requirements for at
least 12 months.  Should revenue levels expected by the Company not be achieved,
the Company would require additional financing during such period to support its
operations, continued expansion of its business and acquisition of technologies.
Such  sources  of  financing  could  include  capital  infusions  from strategic
partners  of  the  Company, additional equity financings or debt offerings.  The
Company has made no arrangements or commitments for such financing and there can
be  no  assurance  that  the  Company  will  be able to obtain such financing on
satisfactory  terms,  if  at  all.


ITEM  7.  FINANCIAL  STATEMENTS.

      The  financial  statements of the Company are attached hereto as pages F-1
through  F-13.

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

     As of the date of the Merger, Paul C. Roberts, Certified Public Accountant,
the  independent  accountant  previously  engaged as the principal accountant to
audit  the financial statements of the Company was terminated. At the same time,
the  firm of Miller and McCollom was engaged to perform the audit of the DermaRX
entity  for the period ended February 29, 2000.  Also at the same time, the firm
of  Corbin  &  Wertz  was  engaged as the independent accountants of the Company
going  forward.

                                       11
<PAGE>

     The  audit  reports  of  Paul C. Roberts 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 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.


                                    PART  III

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

      The principal offices and positions and the date each such person became a
director  or  executive officer are listed below. Executive officers are elected
annually  by  the  Board of Directors.  Board members serve one-year terms until
their successors are elected.  The executive officers serve terms of one year or
until  their death, resignation or removal by the Board of Directors.  There are
no family relationships between any of the directors and executive officers.  In
addition,  there  was  no  arrangement  or  understanding  between any executive
officer  and  any  other  person pursuant to which any person was selected as an
executive  officer.

     The  Officers,  Directors  and  Executive  Management of the Company are as
follows:

     Name                    Age          Positions
     ----                    ---          ---------

BRUCE  BERMAN                42          Founder,  President,
                                         Chief  Executive  Officer and  Chairman

ERIC  HOPKINS                45          Chief  Financial  Officer and Treasurer

MARCUS  HURLBURT             40          Vice  President,  Broker    Relations

JEFFREY  M.  DIAMOND         34          Chief Technical Officers and Secretary

     BRUCE  BERMAN first worked in the emerging growth finance industry, forming
his  first  finance company at age 23.  After generating substantial success and
arranging  a  successful  buyout of his finance company, Mr. Berman co-founded a
renewable  energy  company in the mid 1980s.  Mr. Berman then went on in 1994 to
establish  the  Michelson  Group,  Inc.,  a  corporate development firm that has
successfully  assisted  companies in their quest to become public entities.  Mr.
Berman  has  decided  to  share and utilize his knowledge, skills and experience
through  his current innovation, GoPublicNow.com, which he founded in late 1999.

                                       12
<PAGE>

     ERIC  HOPKINS,  worked  most  recently  as  the  Director  of  Finance  for
Unisys-PulsePoint  Communications,  a  NASDAQ manufacturer of telecommunications
products.  At  Unisys-PulsePoint, Hopkins focused his efforts in stockholder and
lender  relations,  private  equity  placements,  debt negotiation, and became a
major  participant  in the company's acquisition by Unisys Corporation. Prior to
his  job  at  Unisys-PulsePoint,  Mr.  Hopkins  served  as  the  Chief Financial
Officer  at  Tanknology  Environmental  International,  a  publicly  traded
environmental  services  company.  Hopkins, a CPA, spent several years in public
accounting  in  both  large  and  small firms.  He began his career with Motel 6
L.P.,  where  he  worked  for  more  than twelve years in both finance and field
operations.  He  graduated  from Kent State University with a B.A. in accounting
and  obtained  his  MBA  from  Pepperdine  University.

     MARCUS  HURLBURT, is a Registered Securities Principal with a series 24, 7,
22  and 63 licenses.  He has over 10 years of experience as an Investment Banker
assisting  emerging  growth  companies  with  corporate  development and capital
finance.  Mr.  Hurlburt has been the Executive Vice President and Branch Manager
of  the  corporate headquarters and Director of Investment Banking for an Irvine
based  Broker  Dealership  in  California.

     JEFFREY  M.  DIAMOND,  has  worked  as  an  Information  Technology  (IT)
professional  since  1982.  He founded a Southern California programming company
that  expanded  into  Local Area Networking (LAN) and Wide Area Networking (WAN)
consulting services.  After experiencing success in these endeavors, he left his
firm  to  become  the  Director of Client Services for a major Novell Networking
firm  in  Los  Angeles.  Continuing  his  IT  career, Mr. Diamond maintained the
positions  of IT director for a premier Hilton Hotels Resort property as well as
the  position  of  the IT director for a Los Angeles area business law firm.  In
1994, Mr. Diamond formed QuickNet, Inc., an Internet-centric Digital Engineering
firms.   In  1999, Jeff successfully negotiated the sale of QuickNet Corporation
and  its  Intellectual  Property  holdings.  Mr.  Diamond, a UCI graduate, holds
undergraduate  degrees  in  both  Computer  Science  and  Political Science.  He
continued  his  formal education earning a Juris Doctor in law and is a licensed
California  attorney  with  an  emphasis  in  business  law  and  negotiation.

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 shareholders are required by SEC regulations to furnish the Company
with  copies  of all Section 16(a) forms they file. To the best of the Company's
knowledge,  during  the  year  ended February 29, 2000, all Section 16(a) filing
requirements  applicable  to  the Company's officers, directors and greater than
ten  percent  shareholders  were  complied  with.

                                       13
<PAGE>

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 February 29, 2000
and the fiscal year ended February 29, 1999.  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,
bonus  awards,  the  number  of  stock  options  granted  and  certain  other
compensation,  if  any,  whether  paid  or  deferred.

<TABLE>
<CAPTION>



<S>                         <C>       <C>        <C>         <C>           <C>       <C>              <C>     <C>
                                             SUMMARY COMPENSATION TABLE

 Annual Compensation                           Long Term Compensation                      Awards Payouts
--------------------------          -------------------------------------------       --------------------
                                                                            Restricted  Securities
Name and                                                      Other Annual   Stock       Underlying   LTIP     All Other
Principal Position                   Salary       Bonus       Compensation   Awards     Options SARs  Payouts  Compensation
                           Year       ($)          ($)           ($)          ($)          (#)         ($)        ($)
----------------------------------------------------------------------------------------------------------------------------

Bruce Berman               2000       $0            -0-          -0-           -0-         -0-         -0-         -0-
Bruce Berman               1999       $0            -0-          -0-           -0-         -0-         -0-         -0-


Marcus Hurlburt            2000       $0            -0-          -0-           -0-         -0-         -0-         -0-
Marcus Hurlburt            1999       $0            -0-          -0-           -0-         -0-         -0-         -0-


Eric Hopkins               2000       $0            -0-          -0-           -0-         -0-         -0-         -0-
Eric Hopkins               1999       $0            -0-          -0-           -0-         -0-         -0-         -0-



Jeffrey Diamond            2000       $0            -0-          -0-           -0-         -0-         -0-         -0-
Jeffrey Diamond            1999       $0            -0           -0-           -0-         -0-         -0-         -0-

</TABLE>


     Bruce Berman, the Company's Founder, President and Chief Executive Officer,
receives an annual salary of $120,000.  When the Company's market capitalization
reaches  $140 million, his salary will be increased to $180,000 annually through
2000.  Mr.Berman  owns  8,000,000  shares  of  the  Company's  common  stock.

     Marcus  Hurlburt  receives  a salary of  $95,000 annually, and owns 500,000
shares  of  the  Company's  common  stock.

     The  Company  has  an  employment  agreement  with  Eric Hopkins, its Chief
Financial Officer.  Pursuant to that Agreement, Mr. Hopkins receives $100,000 in
salary  for  his  first  year  and  $120,000 in salary for his second year.  Mr.
Hopkins  also  received  options  to  purchase 200,000 shares of common stock at
$3.25  per  share.  These  options  vest  monthly  over  a  two-year  period.

     Jeffrey  M. Diamond, Chief Technical Officer, receives a salary of $100,000
annually.  He  also  received options to acquire 5,000 shares of Common Stock at
$3.75  per share as a signing bonus and options to purchase an additional 50,000
shares  of Common Stock at $3.75 per share which will vest on a pro rata monthly
basis  over  a  one-year  period.

                                       14
<PAGE>


     The  Company  has  not had a bonus, profit sharing or deferred compensation
plan  for  the  benefit  of  its  employees,  officers  or  directors.

          Incentive  Stock  Option  Plan  and  Executive  Stock  Option  Plan:

At  the recommendation of management, the board of directors has granted a total
of  330,000  options  at  prices  ranging  from  $2.50  to  $3.75  per  share.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

      The  following  table  sets forth certain information as of April 6, 2000,
with  respect to (i) each person known to the Company who beneficially owns more
than  five percent of the outstanding shares of Common Stock, (ii) each director
of  the Company, and (iii) all officers and directors of the Company as a group,
showing  in each case, the name (and address, if required), amount and nature of
shares  beneficially  owned,  and the percentage of the class owned by each such
beneficial  owner.

Name  and  Address             Beneficial  Ownership         Percentage
                                        of  Class
-------------------               --------------------       ----------
Bruce  Berman                         8,000,000(1)             73.6%
5000  Birch  St.  Suite  4900
Newport  Beach,  CA  92660

Marcus  Hurlburt                        500,000(2)              4.6%
5000  Birch  St.  Suite  4900
Newport  Beach,  CA  92660

Eric  Hopkins                             0    (3)              0.0%
5000  Birch  St.  Suite  4900
Newport  Beach,  CA  92660

Jeffrey  Diamond                          0    (4)              0.0%
5000  Birch  St.  Suite  4900
Newport  Beach,  CA  92660

All  Officers  and  Directors         8,500,000                78.2%
as  a  Group  (four  persons)

      (1)    Includes  8,000,000  founder's  shares  of  Common  Stock.

      (2)    Includes  500,000  founder's  shares  of  Common  Stock.

      (3)    Does  not  include  options  to  purchase 200,000 shares of Common
             Stock  at  $3.25  per  share. These options are vest  monthly over
             a  two-year  period.

      (4)    Does  not  include  options  to  purchase  55,000 shares of Common
             Stock  $3.75  per  share.

                                       15
<PAGE>

      ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

None.
                                     PART  IV

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

(a)  1.  Financial  Statements

Independent  Auditor's  Report.

Consolidated  Balance  Sheets  as  of  February  29, 2000 and February 28, 1999.

Consolidated  Statements of Operations for the years ended February 29, 2000 and
February  28,  1999.

Consolidated  Statements of Common Stockholders' Equity (Net Capital Deficiency)
for  the  years  ended  February  29,  2000  and  February  29,  1999.

Consolidated  Statements of Cash Flows for the years ended February 29, 2000 and
February  28,  1999.

Notes  to  Consolidated  Financial  Statements.

(a)  3.  Other  Exhibits

3(a)* Certificate  of  Incorporation  of  the  Company,  as  amended
      (incorporated  by  reference  to  Exhibit  3.1  to  the  Company's
      Registration  Statement  No.  33-15607  on  Form  S-18  under  the
      Act  (the  "S-18  Registration  Statement")).

3(b)*  By-Laws  of  the Company (incorporated by reference to Exhibit 3.2 to the
S-18   Registration  Statement).

3(c)*  Vocal  Feedback and Associates Apparatus Information Disclosure Statement
filed  in  the  U.S. Patent and Trademark Office on  October 11, 1983, Notice or
Recordation  of Assignment of Document, Amendment dated January 21, 1985, Notice
of  Appeals  dated  June  1985;  Amendment  dated  July  22,  1985  and
Continuation-in-Part Application filed on November 14, 1985; Notice of Allowance
and  Issue Fee Due dated December 10, 1986 (incorporated by reference to Exhibit
10.12  to  the  S-18  Registration  Statement).

10(b)*Sublease  Agreement.

10(e)*Securities Registration Agreement used in the Company's March 1993 private
placement  (incorporated  by  reference  to  Exhibit  10(o) to the 1993 10-KSB).

10(f)*Settlement  Agreement  dated  March  29,  1994  among  M. Sue Benford, the
Company,  other  others  (incorporated by reference to exhibit 10(g) to the 1994
10-KSB).

                                       16
<PAGE>

14*   Notice  of  Grant of European Patent (incorporated by reference to Exhibit
14  to  the  Company's  Form  10-K for its fiscal year ended February 28, 1991).

23.1     Consent  of  Miller  and  McCollom,  Independent  Auditors.
23.2     Consent  of  Paul C. Roberts, Certified Public Accountant.
27.1     Financial Data Schedule

Schedule  II  Financial  Data  Schedule

*  Indicates  previously  filed.

(b)  Reports  on  Form  8-K

     No  reports  on  Form  8-K were filed by the Company during its fiscal year
ended  February  29,  2000.  The following reports on Form 8-K were filed by the
Company  subsequent  to  its  fiscal  year  ended  February  29,  2000.

     10.1     Form  8-K  dated  April  20,  2000  reporting  the  Company's
              acquisition  by  GoPublicNow.com,  Inc.
     10.2     Form  8-K  dated  May  8,  2000  reporting  the  Company's  change
              of  outside  auditor.


                                   SIGNATURES

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

                                            DermaRx  Corporation


                                            By:/s/  Eric  J.  Hopkins
                                          ------------------------
                                          Eric  J.  Hopkins
                                          Chief  Financial  Officer

                                            Date:  June  13,  2000
                                           ----------------------

      Pursuant  to the requirements of the Securities Exchange Act of 1934, this
report  has been signed by the following persons on behalf of the registrant and
in  the  capacities  and  on  the  dates  indicated.

          Name                       Title                             Date
Chief  Executive  Officer:
                                     President,
-----------------------              Chief  Executive  Officer
/s/  Bruce  A.  Berman               and  Director                June  13, 2000
-----------------------

Chief  Financial  Officer:
                                     Vice  President,
                                     Chief  Financial  Officer    June 13, 2000
-----------------------              and  Director
/s/  Eric  J.  Hopkins


Directors:

-----------------------              Vice  President,             June  13, 2000
Marcus  Hurlburt                     Director


                                       17
<PAGE>


                          INDEX TO FINANCIAL STATEMENTS

                               DERMARX CORPORATION

                              FINANCIAL STATEMENTS

                                      with

               REPORTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


                                                                       Page
                                                                       ----

Reports of Independent Certified Public Accountants                  F-2 & F-3

Financial  Statements:

            Balance Sheets                                              F-4

            Statements of Operations                                    F-5

            Statements of Changes in Stockholders' (Deficit)            F-6

            Statements of Cash Flows                                    F-7

            Notes to Financial Statements                          F-8 to F-13


                                       F-1
<PAGE>




               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To  the  Board  of  Directors
DermaRx  Corporation

We  have  audited  the  accompanying  balance sheet of DermaRx Corporation as of
February  29,  2000,  and  the  related  statements  of  operations,  changes in
stockholders'  (deficit),  and  cash  flows  for  the  year  then  ended.  These
financial  statements  are  the responsibility of the Company's management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audits  provide  a  reasonable  basis  for  our opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position  of DermaRx Corporation as of
February  29,  2000,  and  the  results  of  its  operations,  its  changes  in
stockholders' (deficit) and its cash flows for the year then ended in conformity
with  generally  accepted  accounting  principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 2 to the
accompanying  financial  statements,  the  Company has suffered recurring losses
from  operations  and  has  a  net  capital  deficiency.  These conditions raise
substantial  doubt  about  the  ability  of  the  Company to continue as a going
concern.  The  financial  statements  do  not include any adjustments that might
result  from  the  outcome  of  this  uncertainty.

/s/ Miller and McCollom

Miller  and  McCollom
Certified  Public  Accountants
7400  West  14th  Avenue,  Suite  10
Lakewood,  CO  80215

April  21,  2000

                                      F-2
<PAGE>



                                 Paul C. Roberts
                           Certified Public Accountant
                                800 Bedford Road
                            Pleasantville, NY  10570

                          INDEPENDENT AUDITOR'S REPORT


To  the  Board  of  Directors  and  Shareholders
DermaRx,  Inc.

I  have  audited the accompanying balance sheet of DermaRx, Inc. at February 28,
1999,  and the related statements of operations, changes in common stockholders'
equity  and  cash flows for the year then ended.  These financial statements are
the responsibility of the Company's management.  My responsibility is to express
an  opinion  on  these  financial  statements  based  on  my  audits.

I  conducted my audits in accordance with generally accepted auditing standards.
Those  standards  require that I plan and perform the audit to obtain reasonable
assurance  about  whether  the  financial  statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
I  believe  that  my  audits  provide  a  reasonable  basis  for  my  opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of DermaRx, Inc. at February 28, 1999,
and  the  results  of  its  operations  and  its  cash  flows  for them ended in
conformity  with  generally  accepted  accounting  principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 2 to the
financial  statements,  the  Company's  past default on certain loan agreements,
recurring  losses,  and  past  deficiencies in working capital raise substantial
doubt  about the Company's ability to continue as a going concern.  Management's
plans  in  regard to these matters are also described in Note 2 to the financial
statements.  The  financial statements do not include any adjustments that might
result  from  the  outcome  of  this  uncertainty.


                                             /s/ Paul C. Roberts

                                             Paul  C.  Roberts
                                             Certified  Public  Accountants

Pleasantville,  New  York
June  14,  1999
                                       F-3


<PAGE>
                               DERMARX CORPORATION
                                 BALANCE SHEETS
                                     ASSETS

<TABLE>
<CAPTION>



<S>                                                          <C>                  <C>
                                                             February 29, 2000    February 28, 1999
                                                             -------------------  -------------------

Current assets:
 Cash and cash equivalents                                   $            1,408        $          22
 Accounts receivable - trade                                                565                5,459
 Inventory - finished goods (Note 10)                                     8,673               39,899
 Other receivables (less allowance for doubtful
 accounts, $25,000 in 2000 and $0 in 1999                                     -               31,520
                                                              -----------------    -----------------
 Total current assets                                                    10,646               76,900

Property and equipment:
 Equipment, net of accumulated depreciation of
 $18,542 in 2000 and $17,357 in 1999                                      1,762                2,948

Other assets:
 Patents, net of accumulated amortization of
 $66,461 in 2000 and $57,598 in 1999                                     84,230               93,093
                                                               ----------------     ----------------
 Total assets                                                $           96,638        $     172,941
                                                             ==================      ===============
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Notes payable                                               $          190,950        $     175,950
 Notes payable - related party                                           25,000               50,000
 Accrued interest - notes payable                                        40,625               17,601
 Accrued interest - notes payable, related party                          3,125               14,301
 Accounts payable and accrued expenses                                   31,601               28,464
 Accrued compensation                                                   143,333              143,333
 License agreement deposit                                               22,500                    -
 Other loans payable                                                     17,500                    -
                                                               ----------------     ----------------
 Total current liabilities                                              474,634              429,649
                                                               ----------------     ----------------
Commitments and contingent liabilities (Note 8)
Redeemable Preferred Stock Note
     Preferred Stock $.10 par value  800 shares authorized
     None issued in 1999 or 2000
Common stockholders' (deficit): (Notes 6, 11 and 12)
 Common stock, $.05 par value:  12,000,000
 shares authorized; 399,961 shares issued
 and outstanding in 1999 and 419,961
 shares in 2000                                                          20,998               19,998
 Additional paid-in capital                                           4,608,610            4,604,980
 Accumulated (deficit)                                               (5,007,604)          (4,881,686)
                                                                ----------------      ---------------
 Total stockholders' (deficit)                                         (377,996)            (256,708)

 Total liabilities and stockholders' (deficit)               $           96,638        $      172,941
                                                                =================      ===============
</TABLE>
          See accompanying auditors' reports and notes to financial statements.

                                           F-4
<PAGE>

                               DERMARX CORPORATION
                            STATEMENTS OF OPERATIONS
                                   YEAR ENDED
<TABLE>
<CAPTION>



<S>                                     <C>                  <C>
                                        February 29, 2000    February 28, 1999
                                        -------------------  -------------------

Revenues
  Sales, net discounts                  $           18,048   $          121,262
  Cost of goods sold                                (4,420)             (18,252)
                                        -------------------  -------------------
  Gross profit                                      13,628              103,010
                                        -------------------  -------------------
Expenses
  General and administrative                        97,101              279,428
  Write-down of inventory ( Note 10)                30,957               98,465
  Research and development                               -               30,000
                                         -----------------   -------------------
                                                   128,058              407,893
                                         -----------------    ------------------
  (Loss) from operations                          (114,430)            (304,883)

  Other income (expense)
  Interest income                                      360                   48
  Interest expense                                 (11,848)             (25,605)
                                         ------------------   ------------------
  Net (loss)                            $         (125,918)  $         (330,440)
                                        ===================  ===================
  Net (loss) per common share           $            (0.31)  $            (0.86)
                                        -------------------  -------------------
  Weighted average shares outstanding              401,627              383,134
                                        ===================  ===================

</TABLE>
           See accompanying auditors' reports and notes to financial statements.
                                           F-5

<PAGE>


                               DERMARX CORPORATION
               STATEMENTS OF COMMON STOCKHOLDERS' EQUITY (DEFICIT)
           FOR THE YEARS ENDED FEBRUARY 28, 1999 AND FEBRUARY 29, 2000

                                  COMMON STOCK
<TABLE>
<CAPTION>
                                                  Par       Additional Paid-    Accumulated
                                      Shares      Value      in Capital         Deficit       Total
                                      -------  -----------  -----------        ------------   --------
<S>                                   <C>      <C>          <C>                 <C>           <C>
Balance
February 28, 1998                     347,048  $    17,352  $ 4,474,030         $(4,551,246)  $ (59,864)
Shares issued in private placements    24,720        1,236       60,564                   -      61,800
Shares issued in connection with
   conversion of notes payable          7,466          373       18,293                   -      18,666
Shares issued for services and              -
   accrued expenses                    20,727        1,036       51,723              52,759
Net (loss)                                  -            -            -            (330,440)   (330,440)
                                      -------  -----------  -----------         ------------  ----------


Balance
February 28, 1999                     399,961  $    19,998  $ 4,604,610         $(4,881,686)  $(257,078)

Shares issued for legal fees           20,000        1,000        4,000               5,000
                                            -            -
Net (loss)                                  -            -            -            (125,918)   (125,918)
                                      -------  -----------  -----------         ------------  ----------

Balance
February 29, 2000                     419,961  $    20,998  $ 4,608,610         $(5,007,604)  $(377,996)
  ____________                        _______   __________   __________          __________  ============
</TABLE>

           See accompanying auditors' reports and notes to financial statements.

                                                F-6
<PAGE>


                               DERMARX CORPORATION
                            STATEMENTS OF CASH FLOWS
              YEARS ENDED FEBRUARY 29, 2000, AND FEBRUARY 28, 1999

<TABLE>
<CAPTION>
                                                                 2000                                    1999
                                                           --------------------          ------------------------------


<S>                                                            <C>                              <C>

Cash flows from operating activities:
 Net (loss)                                                    $ (125,918)                         $    (330,440)
 Adjustments to reconcile net (loss) to net cash (used)
 by operating activities:
 Expenses paid by issuance of stock                                 5,000                                 52,759
 Discount on notes amortized                                            0                                 13,095
 Depreciation                                                       1,185                                  4,831
         Amortization of patents                                    8,863                                  8,863
 Changes in assets and liabilities:
 Decrease in accounts receivable                                    5,164                                 11,341
 Decrease in other receivables                                     31,250                                      0
         Decrease in inventory including inventory write-off       31,226                                 89,217
 Decrease in prepaid expenses                                           0                                  1,487
 (Increase) decrease in other assets                                    0                                (28,000)
 Increase in accounts payable, accrued interest
 and accrued expenses                                              14,616                                 44,925
 Increase in license agreement deposit                             22,500
                                                                ----------                        ---------------
 Net cash (used) by operating activities:                          (6,114)                              (131,922)
                                                               ------------                        --------------

Cash flow from investing activities:                                    0                                      0



 Proceeds from issuance of common stock                                 0                                62,000
 Proceeds from debt obligations                                    50,000                                10,000
 Repayment of debt obligations                                    (50,000)                              (11,000)
 Proceeds from other loans                                          7,500                                     0
                                                              ------------
Net cash provided by financing activities:                          7,130                                61,000
                                                               ------------                        -------------
                                                                       -                                     -

Net increase (decrease) in cash and cash equivalents                1,386                               (70,900)

Cash and cash equivalents, beginning of year                           22                                70,922
                                                               -------------                       ---------------

Cash and cash equivalents, end of year                         $    1,408                           $        22
                                                               ---------------                     ----------------

Interest paid                                                  $   11,848                           $    22,605
                                                               ===============                      ================
Income Taxes paid                                              $        0                           $         0
                                                               ================                     =================
</TABLE>

   See accompanying auditors' reports and notes to financial statements.

                                       F-7
<PAGE>


                               DERMARX CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                FEBRUARY 29, 2000

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

DESCRIPTION  OF  BUSINESS

The  Company  was  organized on June 4, 1985, under the name Vocaltech, Inc.  On
December  11, 1992, the Company changed its name to Innotek, Inc. and on January
24,  1995,  again  changed  its  name to DermaRx, Inc (Company).  The Company is
engaged  in  the development and sale of proprietary, non-prescription wound and
skin  care products to retailers, hospitals, nursing homes and home health care.
A  wholly-owned  subsidiary,  Dermedics,  Inc.  was inoperative during the years
ended  February  29,  2000,  and  February  28,  1999.

REVENUE  RECOGNITION

The  Company  recognizes  sales  and the related costs of sales upon shipment of
goods.

DEPRECIATION  AND  AMORTIZATION

Property  and  equipment  are  reflected  at  cost.

Property and equipment are being depreciated over estimated useful lives of five
years,  principally  using  the  straight-line  method  for  both  book  and tax
reporting  purposes.  Patents are being amortized using the straight-line method
over  a  period of ten to seventeen years.  Depreciation expense on property and
equipment  for  2000  and  1999  respectively  were  $  1,185  and  $4,831.

(LOSS)  PER  SHARE

(Loss)  per  share  is  computed  on the basis of the weighted-average number of
common  shares  outstanding  during the periods.  The weighted-average number of
shares of common stock does not include common equivalent shares for the assumed
exercise  of  the  common  stock  options  and  warrants, as the effect would be
antidilutive.

CASH  AND  CASH  EQUIVALENTS

For  purposes  of  the statement of cash flows, the Company considers all highly
liquid  investments  purchased with an original maturity of three months or less
to  be  cash  equivalents.

INTANGIBLES
Intangibles  are  stated at amortized costs.  Amortization is computed using the
straight-line  method  over  the  estimated  useful  lives  of  the  assets.

ESTIMATED  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
The  carrying  value  of  cash,  trading  accounts receivable, accounts payable,
accrued  liabilities  and amounts due related parties reflected in the financial
statement  approximates  fair  value  due  to  the  short-term  maturity  of the
instruments.

<PAGE>
                                       F-8


                               DERMARX CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                FEBRUARY 29, 2000

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED

USE  OF  ESTIMATES

The  preparation  of  the  financial  statements  in  conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amount  of  assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements  and  revenues  and  expenses  during  the  reporting period.  Actual
results  could  differ  from  those  estimates.

INVENTORY

Inventory  is valued at the lower of cost or market, with cost determined by the
first  in,  first  out  (FIFO)  method.

COMPREHENSIVE  INCOME

The Company adopted Statement of Financial Accounting Standards ("FAS") No. 130,
"Reporting  Comprehensive  Income"  FAS No. 130 requires that the components and
total  amounts  of comprehensive income be displayed in the financial statements
beginning  in 1998.  Comprehensive income includes net income and all changes in
equity  during  a  period  that  arise  from  nonowner  sources, such as foreign
currency  items and unrealized gains and losses on certain investments in equity
securities.  The  Company  does  not have any components of comprehensive income
other  than  net  income.

NOTE  2  -  OPERATING  RESULTS  AND  MANAGEMENT'S  PLANS

The  Company  has  had  recurring  operating  losses  of $ 125,918 in 2000 and $
330,440  in  1999  ,  has been in default of certain debt agreements and has had
deficiencies  in  working capital of $463,988 in 2000 and $352,749 in 1999 which
raise  doubt  about  the  Company's  ability  to  continue  as  a going concern.

During  the year ended February 29, 2000, the Company attempted to raise capital
and  entered  into  an  acquisition  agreement  described  in  Notes  12 and 13.

                                       F-9
<PAGE>
                               DERMARX CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                FEBRUARY 29, 2000
NOTE  3  -  SEGMENT  INFORMATION
On  December  31,  1998,  the  Company adopted Statement of Financial Accounting
Standards  No.  131  "Disclosures  about  Segments  of an Enterprise and Related
Information:  ("SFAS  131").  The  new  rules  revise  established standards for
public  companies  relating  to  the  reporting  of  financial  and  descriptive
information  about their business segments and their enterprise-wide operations.
The  Company  operates  in  one  segment,  and  one  geographic  area.

NOTE  4  -  LONG  TERM  DEBT

During  the  year  ended  February  28,  1995,  the Company raised $315,500 in a
private  placement by issuance of three year notes which bear interest at a rate
of  6%  per  annum.  In  connection  with the issuance of the notes, the Company
issued  25,240  shares  of its common stock to the noteholders.  During the year
ended  February 28, 1996, holders of $230,500 of the notes plus interest accrued
thereon  converted  to common stock of the Company.  Of this amount $140,500 was
converted  by  officers  and  directors  of  the Company.  During the year ended
February  28,  1999,  holders  of  $10,000  of  the notes, plus accrued interest
thereon,  converted into 7,467 shares of common stock of the Company.  Aggregate
maturities  of  past  due  notes  payable  at February 29, 2000, are as follows:


<TABLE>
<CAPTION>



<S>                       <C>

Fiscal Year                Amount
------------------------  ----------

 2000                     $ 215,950
 Less:  Current Portion    (215,950)
                          ----------
                          $       -
                          ==========
</TABLE>


NOTE  5  -  INCOME  TAXES

The Company has changed its method of accounting for income taxes to comply with
the  provisions  of  SFAS No. 109, Accounting for Income Taxes.  This accounting
change  had  no  significant  impact  on  the  Company's  financial  statements.

As  of  February  28, 2000, the Company has net operating loss carry forwards of
approximately  $4,675,000  for  both financial statement and income tax purposes
which expire in the years 2001 through 2015, and unused research and development
credits  of  $21,000  which  expire  in  2001.  The  Company has provided a full
valuation  reserve  against the benefit of the net operating loss and unused R&D
Credits  due  to  uncertainty  regarding  its  ability to use them.  A change in
ownership  of  more  than  50%  of  the  Company  could  reduce or eliminate the
Companies  ability  to  utilize  those  loss  carryovers.

               Deferred  Tax  Assets                    $  1,850,000
               Loss  Valuation  Allowance                  1,850,000
                                                        -------------
               Net  Deferred  Tax  Assets               $          -
                                                        =============

                                      F-10

<PAGE>
                               DERMARX CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                FEBRUARY 29, 2000

NOTE  6  -  REDEEMABLE  CONVERTIBLE  PREFERRED  STOCK

The Company has authorized 800 shares of $.10 par value Series A 14% convertible
preferred stock.  The holders of the Series A preferred stock are entitled to 15
votes  per  share  on all matters submitted to a vote of the common shareholders
and  are  entitled  in  liquidation  to  share price plus all accrued and unpaid
dividends.  No  preferred stock shares were outstanding as of February 29, 2000,
or  February  28,  1999.

NOTE  7  -  COMMON  STOCK

During  October  1999,  the Company had a 5 to 1 reverse stock split of its $.05
par  value  stock.  On  March  6, 2000, the Company had a second 5 for 1 reverse
stock  split.  In  accordance with SAB 83, the financial statements and footnote
disclosure  reflect  the  reverse  stock  split  for  all  reporting periods.

During  the  year  ended  February 28, 1999, the Company issued 24,720 shares of
common  stock  for  net  proceeds  of  $62,000.

During  the  year  ended  February 28, 1999, the Company issued 20,725 shares of
common  stock  for  services  and  conversion  of  accrued  expenses.

During  the year ended February 29, 2000, the Company issued 20,000 shares of
common  stock  for  legal  services.

NOTE  8  -  STOCK  WARRANTS

In  July  1990,  the Company issued warrants to purchase 19,048 shares of common
stock  of  the  Company  at  $3.15 per share that expired August 1, 1994.  These
warrants  were issued along with convertible debentures.  During the fiscal year
ended  February  28,  1992, the debentures were in default.  As consideration to
waive the default, the Company extended the date of expiration for five years to
August  1,  1999.  None of the warrants were exercised before expiration and all
had  expired  prior  to  February  29,  2000.

NOTE  9  -  COMMITMENTS  AND  CONTINGENCIES

In  April  1,  1999,  The  Company  filed a lawsuit against a former officer and
director  and  against a former business manager.  Although the Company believes
its  claims  to be meritorious, however, the ultimate outcome of the suit cannot
be  determined.

The  Company  does  not  have  any  outstanding  lease  obligations.

The  Company  has  commitments  and  contingencies  in connection with the Shell
Acquisition  Agreement  described  in  Note  11.

                                      F-11

<PAGE>
                               DERMARX CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                FEBRUARY 29, 2000

NOTE10  -  MAJOR  CUSTOMERS

For  the  years ended February 29, 2000, and February 28, 1999, there were three
customers, who accounted for more than ten percent of the Company's sales of its
non-prescription  products.  The  Company has suspended its direct sales efforts
after  February  29,  2000.  See  licensing  agreement  in  Note  13.

NOTE  11  -  WRITE-DOWN  OF  INVENTORY

During  the  years  ended  February 29, 2000, and February 28, 1999, the Company
wrote  down  its  inventory  reflecting  decline in value by $30,957 in 2000 and
$98,465  in  1999.

NOTE  12  -  SHELL  ACQUISITION  AGREEMENT

As  of  February  29,  2000,  the  Company  entered  into  an  agreement whereby
shareholders  owning  or  representing not less than 51% of the Company's shares
agreed  to  sell  their  shares  to the acquiring party.  The agreement's terms,
among  others, provided that the existing business of the Company be transferred
to  a subsidiary of the Company with a subsequent spin-off of such subsidiary to
the  company's  existing  shareholders  prior  to  the  acquisition.

Other  requirements directly related to the Company, its officers and directors,
and  to  its  shareholders  were  included  in  the  agreement.

NOTE  13  -  SUBSEQUENT  EVENTS

On  March  6,  2000,  the  Board  of  Directors  approved  and later approved by
shareholders,  an  amendment  to  the  Company's Certificate of Incorporation to
change  the  name  of the Company from DermaRx Corporation  to  GoPublicNow.com,
Inc.   The  Company  also  authorized  an  increase  in  the  capital  stock  to
110,000,000  shares from 12,000,000 shares and to change its par value from $.05
per  share to $.001 per share.  An added class of 10,000,000 shares of preferred
stock,  par  value  $.001,  was  also  authorized.

Subsequent  to  the  above-mentioned  stock  split,  the  Company registered the
issuance  of  346,100  shares  of  the  new  par  value  stock  under  a  salary
reimbursement  plan  and  legal  services  agreement.



                                      F-12


<PAGE>
                               DERMARX CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                FEBRUARY 29, 2000

NOTE  13  -  SUBSEQUENT  EVENTS,  CONTINUED

In  connection  with  arrangements  resulting under the acquisition agreement, a
substantial portion of liabilities existing at February 29, 2000, have been paid
or  settled.


NOTE  14  -  LICENSING  AGREEMENT

Effective  March 1, 2000, the Company entered into a licensing agreement for the
selling of its skin care products.  A fee deposit of $22,500 was received during
February,  2000.  The balance of a $50,000 total non-refundable fee was received
subsequent  to  February  29,  2000.  The  agreement  provides  for  the amounts
received  by  the  Company  to  be  paid  for  legal  fees including the lawsuit
described  in  Note  9.  The  license is for an initial term of three years with
annual renewals so long as the licensee complies with the agreement.  The annual
licensing fee is to be 5% of net profits before taxes for the sale of designated
skin  products  with  a  minimum  of  $20,000  annual  fee after three years for
renewing  the  license.

                                      F-13
<PAGE>

Pro  Forma  Financial  Information

On  April  6, 2000, DermaRx Corporation, a Delaware corporation, acquired all of
the  outstanding common stock of GoPublicNow.com, Inc., a Nevada corporation, in
a  businses  combination  described  as a "reverse acquisition."  For accounting
purposes,  the  acquisition  has  been  treated  as the acquisition of DermRx by
GoPublicNow.com.

Immediately prior to the acquisition, DermaRx had 750,080 shares of common stock
outstanding.  As  part of DermaRx's reorganization with GoPublicNow.com, DermaRx
issued  10,326,123  shares  of  its  common  stock  to  the  shareholders  of
GoPublicNow.com  in  exchange  for  10,326,123  shares of GoPublicNow.com common
stock.  Immediately  folowing  the  merger,  DermaRx  changed  its  name  to
GoPublicNow.com,  Inc.

The  operations  of  DermaRx  had  substantially  ceased  before the time of the
acquisition  and  DermaRx had nominal assets and liabilities.  The operations of
DermaRx will not be continued by the surviving entity.  GoPublicNow (Nevada) was
incorporated  in  December  1999,  and  at  the  time  of the acquisition had no
revenue.  In  light  of  these  facts  and  circumstances,  disclosure  of prior
financial  information in pro forma presentation is not deemed to be material to
an  understanding  of  future  operations and accordingly no pro forma financial
information  is  presented  here.  For  an  understanding of the prior financial
information  of  GoPublicNow.com  (Nevada)  and DermaRx, please see the separate
audited  financial  statements  attached as exhibits to this Form 8-K/A.  For an
understanding  of  management's  plans for the surviving entity, please see Form
8-K  filed  April  6,  2000.