INDEPENDENT AUDITOR'S REPORT


Board of Directors and Stockholders
GPN Network, Inc.

We have audited the accompanying consolidated balance sheet of GPN Network, Inc.
and  subsidiaries  as  of  December  31,  2001,  and  the  related  consolidated
statements of operations, stockholders' equity (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 audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  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 consolidated financial position of GPN Network, Inc.
and subsidiaries as of December 31, 2001, and the consolidated  results of their
operations  and  their  consolidated  cash  flows  for the  year  then  ended in
conformity with accounting principles generally accepted in the United States of
America.

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,  during the year ended  December  31,  2001,  the Company
incurred  a net  loss  of  $1,882,371,  and  it had  negative  cash  flows  from
operations of $1,018,867. In addition, the Company had an accumulated deficit of
$3,942,840 as of December 31, 2001. These factors, among others, as discussed in
Note 2 to the financial statements,  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. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.



SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

Los Angeles, California
March 4, 2002, except for Note 10,
   as to which the date is March 26, 2002.

                                       F-1
<PAGE>


                      INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholders
GPN Network, Inc.


We  have  audited  the  accompanying   consolidated  statements  of  operations,
stockholders'  equity  (deficit),  and  cash  flows  of GPN  Network,  Inc.  and
subsidiaries  (the  "Company")  for the year  ended  December  31,  2000.  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 audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  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  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated results of operations and cash flows of
GPN  Network,  Inc.  and  subsidiaries  for the year ended  December 31, 2000 in
conformity with accounting principles generally accepted in the United States of
America.


CORBIN & WERTZ
Irvine, California
February 9, 2001


                                       F-2
<PAGE>



                                             GPN Network, Inc. and Subsidiaries
                                                     Consolidated Balance Sheet
--------------------------------------------------------------------------------

                                                                  December 31,
Assets                                                                2001
                                                                  ----------
Current assets
   Cash and cash equivalents                                         $ 5,275
   Prepaid expenses                                                      689
                                                                  ----------
      Total current assets                                             5,964

Property and equipment, net of accumulated depreciation
   and impairment reserve of $471,313                                      0

Capitalized web site development cost, net of accumulated
   amortization and impairment reserve of $140,664                         0

Other assets, net of impairment reserve of $57,644                         0
                                                                  ----------
                                                                     $ 5,964
                                                                  ==========

           Liabilities and Stockholders' Equity (Deficit)
Current liabilities
   Promissory note to shareholder                                     27,662
   Net liabilities of discontinued operations                        560,934
                                                                  ----------

      Total current liabilities                                      588,596

   Note payable to affiliate                                          51,000
                                                                  ----------

     Total liabilities                                               639,596

Commitments and Contingencies

Stockholders' equity (deficit)
   Preferred stock, 0.001 par value:
      10,000,000 shares authorized, no shares outstanding                0
   Common stock, $0.001 par value; 50,000,000 shares
      authorized, 11,677,897 shares issued and outstanding            11,678
   Additional paid-in capital                                      3,297,530
   Accumulated deficit                                            (3,942,840)
                                                                  ----------

      Total stockholder's equity (deficit)                          (633,632)
                                                                  ----------
                                                                       5,964
                                                                  ==========




              See accompanying notes to consolidated financial statements
--------------------------------------------------------------------------------

                                       F-3
<PAGE>
                                              GPN Network, Inc. and Subsidiaries
                                           Consolidated Statements of Operations
--------------------------------------------------------------------------------

                                                 For the Twelve   For the Twelve
                                                  Months Ended    Months Ended
                                                  December 31,    December 31,
                                                      2001            2000
                                                 --------------   --------------

Revenues                                         $        0        $        0

Operating expenses:
   Employee compensation                                  0                 0
   Selling, general and administrative expenses        19,982               0
                                                  --------------  --------------

      Total operating expenses                         19,982               0

Operating loss                                        (19,982)              0

Other income (expense):
   Interest income (expense)                           (1,662)              0
   Loss on marketable securities                            0               0
   Loss on impairment of long-lived assets                  0               0
   Loss on disposal of equipment                            0               0
   Other income (expense)                                   0               0
                                                  --------------  --------------

      Total other income (expense)                     (1,662)              0

   Loss from continuing operations                    (21,644)              0

   Provision for income taxes                               0               0
                                                  --------------  --------------

   Net loss from continuing operations                (21,644)              0

   Discontinued operations:

    Loss from discontinued operations              (1,456,924)     (2,060,469)

    Loss on disposal of discontinued operations      (403,803)              0
                                                  --------------  --------------

    Net loss from discontinued operations          (1,860,727)     (2,060,469)
                                                  --------------  --------------

Net loss                                         $ (1,882,371)   $ (2,060,469)

Basic and diluted loss per common share
   from continuing operations                    $          0    $          0
   from discontinued operations                         (0.17)          (0.20)
                                                  --------------  --------------
       Total basic loss per share                $      (0.17)   $      (0.20)
                                                  ==============  ==============
Basic and diluted weighted average
   common shares outstanding                       11,366,075      10,346,821
                                                  ==============  ==============


        See accompanying notes to consolidated financial statements
--------------------------------------------------------------------------------

                                       F-4
<PAGE>
<TABLE>
                                                               GPN Network, Inc.
                        Consolidated Statement of Stockholders' Equity (Deficit)
                                  For the Years Ended December 31, 2001 and 2000
--------------------------------------------------------------------------------
<CAPTION>
                                                       Common Stock             Additional
                                                  ----------------------          Paid-In    Deferred       Accumulated
                                                  Shares          Amount          Capital    Compensation     Deficit       Total
                                                ------------   ------------    ------------  ------------  ------------ ------------
<S>                                             <C>            <C>            <C>            <C>           <C>          <C>
Balance at December 2, 1999
  (date of inception)                                 --       $     --       $     --        $    --      $    --      $     --

Founder's capital contribution                   8,775,000          8,775         (8,275)          --           --             500

Estimated fair market value of 181,208 shares
  of common stock issued to employees              181,208            181         46,682         (6,770)        --          40,093

Sale of 1,111,122 shares of common stock,
  net of offering costs of $264,187 (plus
  150,000 shares issued to consultants)          1,261,122          1,261      3,224,010           --           --       3,225,271

300,117 shares issued for acquisition of DMRX,
  including cash acquisition costs of $600,000     300,117            300       (600,300)          --           --        (600,000)

Estimated fair market value of warrants
  granted to consultants                              --             --           12,990           --           --          12,990

Net loss                                        (2,060,469)    (2,060,469)
                                               ------------    ------------   ------------   ------------  ------------ ------------

Balance at December 31, 2000                    10,517,447         10,517      2,675,107          (6,770)  (2,060,469)     618,385

<CAPTION>
Issuance of common stock
        <S>                                     <C>          <C>            <C>            <C>           <C>            <C>


        for cash                                   163,500            164        149,176           --           --         149,340

        exchange with minority interest          1,207,500          1,208        428,243           --           --         429,451

        for employee bonus                          17,250             17         26,559           --           --          26,576

        for employee compensation                  150,000            150         34,274           --           --          34,424

        Net cancellation of employee shares       (377,800)          (378)       (10,622)          --           --         (11,000)
<CAPTION>
<S>                                             <C>           <C>           <C>             <C>            <C>          <C>

Amortization and write-off of
   deferred compensation                              --             --           (5,207)          6,770        --           1,563

Net loss                                              --             --             --              --      (1,882,371)  (1,882,371)
                                                 ------------  ------------  ------------    ------------  ------------ ------------

Balance at December 31, 2001                     11,677,897    $    11,678   $ 3,297,530      $     --     $(3,942,840)  $(633,632)
                                                 ============  ============  ============    ============  ============ ============
</TABLE>

See accompanying note to consolidated financial statements
--------------------------------------------------------------------------------

                                       F-5
<PAGE>
                                               GPN Network, Inc and Subsidiaries
                                           Consolidated Statements of Cash Flows
--------------------------------------------------------------------------------
                                               For the Twelve     For the Twelve
                                                Months Ended       Months Ended
                                                December 31,       December 31,
                                                    2001               2000
                                                --------------    --------------
Cash flows from operating activities:
   Net loss from continuing operations            $ (21,644)       $ (2,060,469)
  Adjustments to reconcile net loss from
     continuing operations to net cash
     used in operating activities:
   Estimated fair market value of vested
        common stock granted to employees            26,576              40,093
   Stock issued for employee compensation            34,424                 -
   Estimated fair market value of
        warrants granted to consultants                 -                12,990
   Amortization of prepaid consulting fees            1,563                 -
   Loss on marketable securities                     23,875                 -
   Impairment of long-lived assets                  466,695                 -
      Depreciation and amortization                  89,808             129,668
     Amortization of deferred revenue                   -                (8,374)
     Loss on abandonment                                -                12,000
     Reserve for uncollectible accounts                 -                40,000
      Changes in operating assets and liabilities:
         Accounts receivable                         19,666             (59,666)
         Other assets                                56,265             (90,268)
         Accounts payable and accrued expenses     (235,339)            211,671
         Other liabilities                         (150,000)                -
         Deferred revenue                           (32,128)              1,128
                                                --------------    --------------
   Net cash provided by (used in) continuing
        operating activities                        279,761          (1,771,227)

   Net cash provided by (used in) discontinued
        operating activities                     (1,299,792)                -
                                                --------------    --------------
        Total net cash provided by  (used in)
        operating activities                     (1,020,031)         (1,771,227)

Cash flows from investing activities:
   Proceeds from sale of marketable securities       15,499
   Proceeds from sale of property and equipment       9,825
   Cash paid in connection with the DMRX acquisition    -              (600,000)
   Purchase of property and equipment                   -              (359,688)
   Capitalized website development costs                -              (140,664)
                                                 --------------   --------------
   Net cash from (used in) investing activities      25,324          (1,100,352)

Cash flows from financing activities:
   Proceeds from short term loan - shareholder       27,000                 -
   Repurchase of common stock                       (11,000)
   Proceeds from the sale of common stock           149,340           3,225,771
   Proceeds from the sale of subsidiary common stock    -               429,450
   Proceeds from note payable - affiliate            51,000                 -
                                             --------------       --------------
   Net cash provided by financing activities        216,340           3,655,221

Net increase (decrease) in cash                    (778,367)            783,642

Cash at beginning of period                         783,642                 -
                                              --------------      --------------
Cash at end of period                               $ 5,275           $ 783,642
                                              ==============      ==============
     See accompanying notes to consolidated financial statements.
--------------------------------------------------------------------------------
                                       F-6
<PAGE>
                                              GPN Network, Inc. and Subsidiaries
                                      Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND OPERATIONS

GoPublicNow.com,  Inc.  ("GPN-Nevada")  was  incorporated  on  December  2, 1999
according  to the laws of Nevada.  Pursuant  to an  acquisition  agreement  (the
"Acquisition  Agreement")  effective  April  6,  2000,  GPN-Nevada  completed  a
transaction whereby it was merged with and into DermaRX Corporation ("DMRX") and
the separate  corporate  existence of GPN-Nevada  ceased.  The  transaction  was
recorded  as  a  "reverse  acquisition"  (the  "Merger")  where  GPN-Nevada  was
considered to be the  accounting  acquirer as it retained  control of DMRX after
the  merger.  Simultaneously  with the  Merger,  the name  DMRX was  changed  to
GoPublicNow.com  ("GPNN" 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 GPNN.  Immediately prior to the merger, the common stock of DMRX
was  reduced  by  a  one  for  five   reverse   split.   On  November  8,  2000,
GoPublicNow.com changed its name to GPN Network, Inc.

GPN Network,  Inc. is a Delaware  corporation  and 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 the years ended  December  31,
2001 and 2000, the Company had two operating subsidiaries: (1) GoNow Securities,
Inc., a  Broker/Dealer;  and (2) GoBizNow,  Inc.,  which  provided  business and
technology consulting services. Two other subsidiaries, GPN Securities Inc., and
Dermedics, Inc., were inactive.


NOTE 2 - GOING CONCERN

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance  with generally  accepted  accounting  principles  which  contemplate
continuation  of the Company as a going concern.  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 had an  accumulated
deficit of $3,942,840  as of December 31, 2001.  These  factors,  along with the
Company's lack of an operational history, among other matters, raise substantial
doubt about its ability to continue as a going  concern.  The Company  currently
has no specific operational business plan and accordingly will depend completely
on additional funds to finance its short-term operations. The successful outcome
of  future  activities  cannot  be  determined  at this  time and  there  are no
assurances that if achieved,  the Company will have sufficient  funds to execute
its intended business plan or generate positive operating results.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

GoNow Securities, Inc.
----------------------

In January 2001, the Company's  wholly-owned  subsidiary and NASD member,  GoNow
Securities, Inc., began operations as a broker/dealer.

Change in Control
-----------------

On August 3, 2001, in anticipation of the Company  adopting a new business plan,
the  Company  issued a press  release  announcing  that a change of control  had
occurred and Mr. Todd M. Ficeto is now the controlling stockholder.

                                       F-7
<PAGE>
                                              GPN Network, Inc. and Subsidiaries
                                      Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

Termination of Development Stage
--------------------------------

Effective August 31, 2000, as a result of several  contracts entered into by GPN
Network, Inc. to provide financial and business development services, management
determined that the Company was no longer in the development stage.

Principles of Consolidation
---------------------------

The consolidated  financial  statements  include the accounts of the Company and
its  four  wholly-owned  subsidiaries:   GoBizNow.com,  Inc.;  Dermedics,  Inc.;
GoNowSecurities,  Inc.; and GPN Securities,  Inc. All of these subsidiaries were
inactive at  December  31,  2001.  All  significant  intercompany  balances  and
transactions have been eliminated in consolidation.

Cash and Cash Equivalents
-------------------------

For purposes of the statement of cash flows,  cash and cash equivalents  consist
of demand deposits in banks with an initial maturity of 90 days or less.

Marketable Securities
---------------------

Marketable securities consist of equity securities and are stated at fair market
value.  During the period  from  December  2, 1999 (date of  inception)  through
December  31,  2000,  the  Company  received  marketable  securities  which were
originally  valued at  $253,966  in  consideration  of future  services  from an
unrelated  party.  However,  at December  31,  2000,  the  Company's  management
determined that a permanent impairment on the related marketable  securities had
occurred  based in part on general  economic  conditions,  the  condition of the
investee  company  and its  industry,  and the decline of the  investee's  stock
price. As a result,  the Company re-valued the marketable  securities to $39,374
(based on the trading  price of the stock at  December  31,  2000).  The Company
recorded  $214,592  against the cost of the related  marketable  securities  and
deferred revenue in the accompanying balance sheet at December 31, 2000. For the
period ended  December 31, 2000,  total revenue  recognized in the  accompanying
statement of operations after the re-valuation was $8,374.

Pursuant to the Statement of Financial Accounting Standards No. 115 ("SFAS 115")
"Accounting for Certain  Investments in Debt and Equity  Securities,"  available
for sale  investments  are to be recorded at their fair market  value,  with any
unrealized gain or loss to be reported as other comprehensive  income (loss) for
the period ended. As a result of the permanent  impairment and the related write
down  of  the  marketable  equity  security  to its  net  realizable  value,  no
comprehensive income (loss) existed as of December 31, 2000.

During the year ended December 31, 2001,  the Company sold these  securities for
$15,499, and realized a loss of $23,875.

Customer Concentration
----------------------

The Company offers its services  throughout the United States and extends credit
to its customers and performs ongoing credit evaluations of such customers.  The
Company  does not obtain  collateral  to secure  its  accounts  receivable.  The

                                       F-8
<PAGE>
                                              GPN Network, Inc. and Subsidiaries
                                      Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

Company evaluates its accounts  receivable on a regular basis for collectability
and provides for an allowance for potential  credit losses as deemed  necessary.
The Company has not been dependent on any single  customer or group of customers
for a significant  portion of its annual sales. The Company's  customer base has
changed on a continuous basis as new customers are added or removed.

Three  customers  accounted  for  approximately  90% of sales for the year ended
December 31, 2001. Three customers  accounted for approximately 79% of sales for
the year ended December 31, 2000.

Property and Equipment
----------------------

Property and  equipment is stated at cost.  Depreciation  is computed  using the
straight-line method over the useful life of three and seven years. Betterments,
renewals,  and  extraordinary  repairs  that  extend the lives of the assets are
capitalized; other repairs and maintenance charges are expensed as incurred. The
cost and  related  accumulated  depreciation  applicable  to assets  retired are
removed from the accounts,  and the gain or loss on disposition is recognized in
current operations.

Capitalized Web Site Development
--------------------------------

In March 2000,  the Emerging  Issues Task Force reached a consensus on Issue No.
00-2,  "Accounting for Web Site Development  Costs" (EITF 00-2) to be applicable
to all  website  development  costs  incurred.  The  consensus  states  that for
specific  website  development  costs,  the  accounting for such costs should be
accounted for under AICPA Statement of Position 98-1 (SOP 98-1)  "Accounting for
the Cost of Computer Software  Developed or Obtained for Internal Use." Pursuant
to EITF 00-2,  the Company had  capitalized  approximately  $140,000 of web site
development  costs as of December 31, 2000,  to be amortized on a  straight-line
basis over two years.  Amortization  expense for the periods ended  December 31,
2001 and 2000 was $35,166 and approximately $37,000, respectively.

Long-Lived Assets
-----------------

During 1995, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets To Be Disposed  Of," which  requires that  long-lived  assets and certain
identifiable  intangibles  to be held  and used by an  entity  be  reviewed  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying  amount  of an asset may not be  recoverable.  In  accordance  with the
provisions of SFAS No. 121, the Company regularly reviews  long-lived assets and
intangible  assets for impairment  whenever  events or changes in  circumstances
indicate that the carrying amount of the assets may not be recoverable. Based on
its analysis,  the Company did not record an impairment of the carrying value on
its  long-lived  assets  exists at December 31,  2000.  At December 31, 2001 the
Company  has  determined  that  there  has  been an  impairment  of its  website
development  costs, its property and equipment,  and its other assets due to the
change  in  business  direction  of the  Company  as a result  of the  change in
control.  As a result,  the Company has written off the  unamortized  balance of
$68,847  for  its  website  development  costs,  $340,204  of its  property  and

                                       F-9
<PAGE>
                                              GPN Network, Inc. and Subsidiaries
                                      Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

equipment,  and  $57,644 of other  assets as a loss on  impaired  assets that is
included in the loss from discontinued operations in the accompanying statements
of operations.

Deferred Revenue
----------------

The Company  receives  payment in advance for listing  client  companies  on its
website. These payments are recorded as deferred revenue, and are in the form of
either cash or equity in the client company.  The revenue is recognized  monthly
over the term of the  listing  agreement,  typically  from 12 to 24  months.  At
December 31, 2000,  the Company had $32,128 of deferred  revenue,  consisting of
$31,000 in equity and $1,128 in cash.

During the year ending December 31, 2001, the Company  determined that there was
a permanent impairment in the equity component of deferred revenue and wrote off
$23,875. At December 31, 2001, the Company had no deferred revenue.

Income Taxes
------------

The  Company  accounts  for  income  taxes in  accordance  with  SFAS  No.  109,
"Accounting  for Income  Taxes."  Under SFAS No.  109,  deferred  tax assets and
liabilities  are  recognized  for the future tax  consequences  attributable  to
differences  between the financial statement carrying amounts of existing assets
and  liabilities  and their  respective  tax  bases.  Deferred  tax  assets  and
liabilities  are measured  using enacted tax rates  expected to apply to taxable
income in the years in which  those  temporary  differences  are  expected to be
recovered or settled. A valuation allowance is provided for significant deferred
tax  assets  when it is more  likely  than  not  that  such  assets  will not be
recovered.

Minority Interest
-----------------

In April  2000,  the  Company  provided  initial  funding  of  $200,000  for its
majority-owned   subsidiary  GoBizNow.com.   The  Company  commenced  a  private
placement  memorandum  selling a maximum  of 300,000  shares of common  stock at
$1.75. As of December 31, 2000,  GoBizNow.com  had sold 294,000 shares of common
stock for $429,451  net of offering  costs of $85,049 at which time the offering
was considered closed. As of December 31, 2000, the minority interest percentage
owned was 6.0%. Due to the percentage owned by the minority interests being less
than 10% and GoBizNow.com  percentage of the  consolidated  loss being less than
10%, the Company has not recorded minority  interest in GoBizNow.com's  net loss
as of December 31, 2000.

Pursuant  to  Staff   Accounting   Bulletin  ("SAB")  No.  84,  when  selling  a
subsidiary's  un-issued shares to third parties,  a gain or loss may be required
to be reflected in the consolidated  income  statements of the parent.  However,
SAB No. 84 does not require a gain or loss to be recognized in situations  where
the subsidiary is a newly formed, non-operating entity, a startup or development
stage  company  or an entity  whose  ability  to  continue  in  existence  is in
question. Due to the subsidiary being newly formed and in the development stage,
the Company has recognized no gain or loss on the sale of the subsidiary's stock
at December 31, 2000.

In May 2001, the Company  completed the acquisition of the minority  interest in
GoBizNow.com whereby 1.4 shares of the Company's common stock were exchanged for

                                      F-10
<PAGE>
                                              GPN Network, Inc. and Subsidiaries
                                      Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

every one share of GoBizNow.com's common stock issued and outstanding.  Pursuant
to this  transaction,  the Company  issued 411,600 shares of its common stock to
shareholders  of  GoBizNow.com.  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 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 therefore the financial  statements dated December 31,
2001 are presented as if all 795,900 shares have been issued.

Revenue Recognition
-------------------

The Company  recognizes  revenue during the month in which services are provided
and on a straight-line  basis over the life of the membership dues received.  On
certain  agreements,  the  Company  will take an equity  position  in the client
rather than a cash position,  which the Company will record pursuant to SFAS No.
115 and record  deferred  revenue and  recognize  the revenue  over the contract
life, as defined.  In addition,  the  agreements  may contain a return of equity
clause which specifies that if the Company does not satisfy the  requirements of
the agreement, as defined, the Company must return all equity instruments to its
clients.

Advertising
-----------

Advertising  costs are expensed as incurred.  For the period ended  December 31,
2000 and 2001,  advertising costs of approximately  $85,000 and $3,000 have been
incurred, respectively.

Earnings Per Share
------------------

The  Company  calculates  earnings  per share in  accordance  with SFAS No. 128,
"Earnings  Per Share." Basic  earnings per share is computed by dividing  income
available to common shareholders by the weighted-average number of common shares
assumed to be outstanding during the period of computation. Diluted earnings per
share  is  computed  similar  to  basic  earnings  per  share  except  that  the
denominator is increased to include the number of additional  common shares that
would have been  outstanding if the potential  common shares had been issued and
if the additional common shares were dilutive.

The following potential common shares have been excluded from the computation of
diluted net loss per share for all periods  presented  because the effect  would
have been anti-dilutive:

                                                     For the Years Ended
                                                         December 31,
                                             -----------------------------------
                                                   2001               2000
                                             ---------------    ----------------
 Options outstanding under the Company's
      stock option plans                             -               561,250
 Warrants issued in conjunction with the
      sale of common stock                      2,222,244          2,222,244
 Warrants issued to consultants for
      services rendered                            20,125             20,125

                                       F-11
<PAGE>
                                              GPN Network, Inc. and Subsidiaries
                                      Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

Risks and Uncertainties
-----------------------

The Company  currently has no business plan and  accordingly  industry  specific
business risks and uncertainties cannot be ascertained. The Company will depend,
in the near-term, completely on obtaining additional debt or equity funding from
new or existing  investors.  There can be no assurance that such funding will be
obtained.

Use of Estimates
----------------

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities and disclosures of contingent  assets and liabilities at the date of
the  financial  statements,  as well as the  reported  amounts of  revenues  and
expenses during the reporting period.  Significant  estimates made by management
are,  among  others,  estimates  for income tax  valuations  and  settlement  of
liabilities from discontinued operations. Actual results could differ from those
estimates.

Fair Value of Financial Instruments
-----------------------------------

The Company  measures its financial  assets and  liabilities in accordance  with
generally accepted  accounting  principles that require disclosure of fair value
information about financial  instruments when it is practicable to estimate that
value.  The carrying  amount of the Company's cash and cash  equivalents,  trade
payables and accrued expenses, and promissory note to a shareholder approximates
their estimated fair values due to the short-term  maturities of those financial
instruments.  The amounts shown for note payable to affiliate  also  approximate
fair value because current  interest rates offered to the Company for short-term
loans of similar  maturities  are  substantially  the same or the  difference is
immaterial.

Stock-Based Compensation
------------------------

The Company  accounts for  stock-based  compensation in accordance with SFAS No.
123, "Accounting for Stock-Based Compensation," which defines a fair value based
method of accounting for stock-based compensation.  However, SFAS No. 123 allows
an entity to continue to measure  compensation  cost  related to stock and stock
options issued to employees using the intrinsic method of accounting  prescribed
by Accounting  Principles  Board Opinion  ("APB") No. 25,  "Accounting for Stock
Issued to Employees."  Entities electing to remain with the accounting method of
APB No. 25 must make pro forma  disclosures of net income (loss), as if the fair
value method of accounting defined in SFAS No. 123 had been applied. The Company
has elected to account for its  stock-based  compensation to employees under APB
No. 25.

In March 2000, the FASB issued FASB  Interpretation  ("FIN") No. 44, "Accounting
for Certain Transactions Involving Stock Compensation,  an Interpretation of APB
Opinion  25."  FIN No.  44  clarifies  the  application  of APB  No.  25 for (a)
definition  of employee  for  purposes of applying  Opinion 25, (b) the criteria
form determining  whether a plan qualifies as a  non-compensatory  plan, (c) the
accounting  consequence for an exchange of stock compensation awards in business


                                       F-12
<PAGE>
                                              GPN Network, Inc. and Subsidiaries
                                      Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

combination.  FIN No. 44 is effective July 1, 2000, but certain provisions cover
specific  events that occur after  December  15, 1998 or January 12,  2000.  The
adoption of FIN No. 44 did not have a material effect on the Company's financial
statements.

Segments of Business
--------------------

The  Company  has  adopted  SFAS No.  131,  "Disclosures  about  Segments  of an
Enterprise  and  Related  Information".  SFAS No.  131  changes  the way  public
companies  report  information  about segments of their business in their annual
financial statements and requires them to report selected segment information in
their quarterly  reports issued to  shareholders.  It also requires  entity-wide
disclosures  about the products and  services an entity  provides,  the material
countries in which it holds assets and reports revenues and its major customers.
For marketing  purposes,  the Company's  business  model is broken down into the
stages of a client company's development, described as Preparation,  Investment,
and Exit,  or "PIE".  The Company  considers all of its services to exist within
the single  business  segment of providing  financial and corporate  development
services to emerging growth companies.

Recently Issued Accounting Pronouncements
-----------------------------------------

In June 2001,  the FASB  issued  SFAS No.  141,  "Business  Combinations."  This
statement addresses financial accounting and reporting for business combinations
and supersedes  Accounting Principles Bulletin ("APB") Opinion No. 16, "Business
Combinations," and SFAS No. 38, "Accounting for Pre-Acquisition Contingencies of
Purchased Enterprises." All business combinations in the scope of this statement
are to be accounted for using one method, the purchase method. The provisions of
this statement apply to all business combinations initiated after June 30, 2001.
Use of the  pooling-of-interests  method  for  those  business  combinations  is
prohibited.  This statement also applies to all business combinations  accounted
for using the purchase  method for which the date of acquisition is July 1, 2001
or  later.  The  Company  does not  expect  adoption  of SFAS No.  141 to have a
material impact, if any, on its financial position or results of operations.

In June 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets."  This  statement  addresses  financial  accounting  and  reporting  for
acquired goodwill and other intangible assets and supersedes APB Opinion No. 17,
"Intangible  Assets." It  addresses  how  intangible  assets  that are  acquired
individually  or with a group  of other  assets  (but not  those  acquired  in a
business combination) should be accounted for in financial statements upon their
acquisition.  This statement  also  addresses how goodwill and other  intangible
assets should be accounted for after they have been initially  recognized in the
financial statements.  It is effective for fiscal years beginning after December
15,  2001.  Early  application  is  permitted  for  entities  with fiscal  years
beginning  after  March 15,  2001,  provided  that the first  interim  financial
statements have not been issued previously. The Company does not expect adoption
of SFAS No. 142 to have a material impact, if any, on its financial  position or
results of operations.
                                       F-13
<PAGE>
                                              GPN Network, Inc. and Subsidiaries
                                      Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

In June 2001,  the FASB issued SFAS No. 143,  "Accounting  for Asset  Retirement
Obligations."  This statement applies to legal  obligations  associated with the
retirement of long-lived assets that result from the acquisition,  construction,
development,  and/or the  normal  operation  of  long-lived  assets,  except for
certain obligations of lessees. This statement is not applicable to the Company.

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal of Long-Lived Assets." This statement  addresses  financial  accounting
and  reporting  for the  impairment  or  disposal  of  long-lived  assets.  This
statement  replaces SFAS No. 121,  "Accounting  for the Impairment of Long-Lived
Assets  and for  Long-Lived  Assets  to be  Disposed  of,"  the  accounting  and
reporting  provisions  of APB 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," for the disposal
of a segment of a business,  and amends  Accounting  Research  Bulletin  No. 51,
"Consolidated Financial Statements," to eliminate the exception to consolidation
for a subsidiary  for which control is likely to be temporary.  The Company does
not expect  adoption of SFAS No. 144 to have a material  impact,  if any, on its
financial position or results of operations.


NOTE 4 - DISPOSAL OF OPERATIONS

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 and adopted a new business plan. The immediate
action taken  regarding this new business plan was to discontinue  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
loss from  discontinued  operations  included  total  revenues and net loss from
operations of $2,586 and $1,454,180,  respectively,  for the year ended December
31,  2001 and the loss on disposal  included  total  revenues  and net loss from
operations of $57,082 and $402,604,  respectively,  for the year ended  December
31, 2001. Net liabilities from discontinued operations included accounts payable
of $465,968,  book overdraft of $92,567, and accrued income taxes of $2,400. The
anticipated disposal date is June 30, 2002. For the twelve months ended December
31, 2000, total revenues from discontinued  operations were $174,011 and the net
loss from operations was $2,108,580.

NOTE 5 - PROPERTY AND EQUIPMENT

At December  31, 2001,  the Company had no property and  equipment as it was all
either sold or impaired.  Depreciation  and impairment  expense totaled $378,296
the year ended December 31, 2001.  Depreciation  expense totaled $93,017 for the
year ended December 31, 2000.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

Lease Obligations
-----------------
At December  31,  2001,  the Company was in default of the terms of the lease of
its corporate headquarters.  The lease term ends March 31, 2002. At December 31,
2001, the remaining  amount due under the term of the lease of $123,492 has been
accrued under net liabilities from discontinued operations.

Rent and equipment  lease expense under  operating  leases for the periods ended
December  31, 2001 and 2000 was  $268,217  and  $101,205,  respectively,  and is
included in selling,  general and  administrative  expenses in the  accompanying
statements of operations
                                       F-14
<PAGE>
                                              GPN Network, Inc. and Subsidiaries
                                      Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

Litigation
----------

In April 1999, the Company  ("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
requested  summary  judgment in connection  with DermaRx's  first through fourth
Claims. Defendant Booras 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  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.

                                       F-15
<PAGE>
                                              GPN Network, Inc. and Subsidiaries
                                      Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

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.

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

NOTE 7 - STOCKHOLDERS' EQUITY (DEFICIT)

Preferred Stock
---------------

The Company's  articles of  incorporation  authorize up to 10,000,000  shares of
$0.001 par value preferred stock. Shares of preferred stock may be issued in one
or more  classes or series at such time the Board of  Directors  determine.  All
shares of any series shall be equal in rank and identical in all respects. As of
December 31, 2000 and 2001, no preferred shares have been designated or issued.

Equity Offering
---------------

In February 2001, the Company issued a Private  Placement  Memorandum (the "2001
PPM") for a total maximum offering of $3,500,000.  The offering is for a maximum
of 2,800,000  units,  each unit  consisting of one share of common stock and one
warrant to purchase one additional share of common stock for $2.50 per share. At
December 31, 2001, no units had yet been sold.

Common Stock
------------

On  December  3,  1999,  the  Company  issued  201,000  shares of the  Company's
restricted  common stock (valued at $50,250 based on the estimated fair value on
date of grant) to employees.  The shares are contingent upon employment and vest
on various dates through December 2001. During the year ended December 31, 2000,
19,792 of these  shares  were  cancelled  due to  employee  terminations.  As of
December 31, 2000, a total of 156,213  shares vested  resulting in  compensation
expense of $40,093 being recognized in the accompanying  statement of operations
for the year December 31, 2000.

In April  2000,  the  Company  provided  initial  funding  of  $200,000  for its
majority-owned   subsidiary  GoBizNow.com.   The  Company  commenced  a  private
placement  memorandum  selling a maximum  of 300,000  shares of common  stock at

                                       F-16
<PAGE>
                                              GPN Network, Inc. and Subsidiaries
                                      Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

$1.75. As of December 31, 2000,  GoBizNow.com  had sold 294,000 shares of common
stock for $429,451  net of offering  costs of $85,049 at which time the offering
was considered closed.

On April 6, 2000,  the  Company  issued  500,117  shares of common  stock to the
shareholders of DermaRX  Corporation in a transaction known as a reverse merger.
The  Company  also paid  $300,000  to DermaRX in order for DermaRX to settle its
liabilities.  On May 5, 2000, the Company purchased and retired 200,000 of these
shares of common  stock for the  amount of  $300,000.  The  Company  netted  the
repurchase of the 200,000 shares of common stock with the original  issuance and
recorded the purchase price of $300,000 as part of the acquisition cost.

During the year ended December 31, 2000,  the Company sold and issued  1,111,122
shares of common stock  (including  150,000  shares  issued to  consultants  for
offerings costs) at $2.50 or $3.75 per share for aggregate cash consideration of
$3,225,271  (net of  commissions  and  other  offering  costs of  $264,187).  In
addition,  the Company issued  warrants to purchase  1,111,122  shares of common
stock at $7.50 per share and  warrants  to purchase  1,111,122  shares of common
stock at $10 per  share,  which are  exercisable  until  March 1, 2003 or May 1,
2003. As the warrants were issued in connection with fundraising activities,  no
expense is to be recognized for the warrants in the statement of operations.

During the year ended December 31, 2001, the Company made a limited offer to the
holders of the $7.50 and $10.00  warrants  to exercise  these  warrants in units
(each unit  consisting  of one  warrant  exercisable  for $7.50 and one  warrant
exercisable  for $10.00) at $1.00 per unit in  exchange  for one share of common
stock,  one new  warrant  exercisable  for $2.50 per share,  and one new warrant
exercisable  for $5.00 per share.  The Company sold 163,500  warrant units for a
total of $ 149,340  net of  offering  costs of $14,160.  The new  warrants  vest
immediately and expire on December 31, 2003.

Also during the year ended  December 31, 2001, the Company issued 167,250 shares
of common stock to employees. The Company recorded non-cash compensation expense
of $61,000 based on the fair market value of the stock on the date of grant. The
Company also  cancelled  352,500  shares of common  stock  issued to  terminated
employees  per the terms of their  employment  agreements.  Also during the year
ended December 31, 2001, 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.com.  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
for 795,900  shares of common stock of the Company.  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.

                                       F-17
<PAGE>
                                              GPN Network, Inc. and Subsidiaries
                                      Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

Stock Options
-------------

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 years ended December 31, 2000 and
2001 the  Company  issued  options  to  purchase  571,250  and  109,000  shares,
respectively,  of the  Company's  common stock at exercise  prices  ranging from
$0.25 per share to $3.75 per share.  The options vest over various  periods from
zero to two  years  from the date of the  grant.  The  options  are  exercisable
through March 2010.

The following summarizes the stock option transactions:


                                                         Weighted
                                                         Average
                                     Options          Exercise Price
                                   ----------      --------------------

  Balance, December 2, 1999              -              $      -

      Granted                        571,250            $     2.71
      Expired/forfeited              (10,000)           $     1.70
                                   ----------

  Balance, December 31, 2000         561,250            $     2.55

      Granted                        109,000            $     1.96
      Expired/forfeited              (38,125)           $     1.73
                                   ----------

  Balance, December 31, 2001         632,125            $     2.50
                                   ==========

  Exercisable, December 31, 2001     472,180            $     2.82
                                   ==========

The weighted  average  fair value of stock  options  granted  during the periods
ended December 31, 2001 and 2000 was $1.81 and $0.91, respectively.

The  Company  has  adopted  only the  disclosure  provisions  of SFAS  No.  123,
"Accounting for Stock-Based  Compensation."  It applies APB No. 25,  "Accounting
for Stock Issued to Employees,"  and related  interpretations  in accounting for
its  plans  and does not  recognize  compensation  expense  for its  stock-based
compensation plans other than for restricted stock and options issued to outside
third  parties.  The fair value for these  options was  estimated at the date of
grant  using  the  Black  Scholes   option  pricing  model  with  the  following
assumptions  for the years ended December 31, 2001 and 2000:  risk free interest
rate of 5.5%  and  6.25%;  dividend  yield  of 0% and 0%;  expected  life of the
options of two and three years;  and  volatility  factor of the expected  market
price of the Company's common stock of 155% and 111%, respectively.

For purposes of pro forma  disclosures,  the estimated fair value of the options
is amortized to expense over the option vesting period. Adjustments are made for
options  forfeited  prior to vesting.  If the  Company had elected to  recognize
compensation  expense  based  upon the fair  value at the grant  date for awards
under its plan consistent  with the methodology  prescribed by SFAS No. 123, the
Company's  net loss and loss per share would be reduced to the pro forma amounts
indicated below for the years ended December 31, 2001 and 2000:

                                       F-18
<PAGE>
                                              GPN Network, Inc. and Subsidiaries
                                      Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

                                               2001               2000
                                         ---------------    ----------------
  Net loss
           As reported                   $ (1,882,371)      $    (2,060,469)
           Pro forma                     $ (2,252,400)      $    (2,197,081)
  Basic loss per common share
           As reported                   $      (0.17)      $         (0.20)
           Pro forma                     $      (0.20)      $         (0.21)

Warrants
--------

From time to time, the Company issues  warrants  pursuant to various  agreements
and other compensatory arrangements.  Under the terms of various agreements with
consultants,  during  the year ended  December  31,  2000,  the  Company  issued
warrants to purchase  20,125  shares of the  Company's  common stock at exercise
prices ranging from $0.25 per share to $3.75 per share.  The warrants vest three
months from the date of grant and are exercisable  through  February 2010. Under
SFAS 123,  $12,990 and $0 of consulting  expense was recognized in the Company's
statement  of  operations  for the  periods  ended  December  31, 2000 and 2001,
respectively.  In addition,  the Company has outstanding  2,222,244  warrants to
various investors as part of various private placement memorandums.

The fair value of each warrant granted during the period ended December 31, 2000
was estimated using the  Black-Scholes  pricing model on the date of grant using
the following  assumptions:  risk free interest rate of 6.5%;  dividend yield of
0%; expected life of the warrants of three years; and volatility of 111%.

In January and February 2001, the Company made a limited offer to the holders of
the $7.50 and $10.00  warrants  to exercise  these  warrants in units (each unit
consisting of one warrant  exercisable for $7.50 and one warrant exercisable for
$10.00) at $1.00 per unit in  exchange  for one share of common  stock,  one new
warrant  exercisable  for $2.50 per share,  and one new warrant  exercisable for
$5.00 per share.  The Company  sold  163,500  warrant  units for net proceeds of
$149,340.

The following represents a summary of warrants transactions:


                                        Warrants           Weighted Average
                                      Outstanding          Exercise Price
                                     -------------      --------------------

 Balance, December 2, 1999                       -           $          -
      Granted                            2,242,369           $       8.70
                                     -------------

 Balance, December 31, 2000              2,242,369           $       8.70

      Granted                              327,000           $       3.75

      Exercised                           (327,000)          $       8.75
                                     --------------

 Balance, December 31, 2001              2,242,369           $       7.97
                                     ==============

 Exercisable, December 31, 2001          2,242,369           $       7.97
                                     ==============

                                       F-19
<PAGE>
                                              GPN Network, Inc. and Subsidiaries
                                      Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

20,125 of the warrants  outstanding  at December 31, 2001 have  exercise  prices
between  $0.25 per share to $3.75 per share,  with a weighted  average  exercise
price of $2.86 and a weighted average  remaining  contractual life of 9.1 years.
All of these  warrants are  exercisable  at December 31, 2001.  2,222,244 of the
warrants have exercise prices between $2.50 per share and $10.00 per share, with
a weighted  average  exercise  price of $7.97 and a weighted  average  remaining
contractual life of 2.3 years. All of these warrants are exercisable at December
31, 2001.

NOTE 8 - INCOME TAXES

The tax effects of  temporary  differences  that give rise to deferred  taxes at
December 31, 2001 are as follows:

  Deferred tax asset:
    Net operating loss carryforward                             $  1,511,000
    Expenses recognized for granting of options and warrants           7,000
                                                                -------------

    Total gross deferred tax asset                                 1,518,000

  Less valuation allowance                                        (1,518,000)
                                                                -------------

       Net deferred tax asset                                   $      -
                                                                =============

The valuation  allowance  increased by  approximately  $686,000  during the year
ended  December 31, 2001. No current  provision for income taxes for the years
ended  December 31, 2001 and 2000 is required,  except for minimum  state taxes,
since the Company incurred losses during such years.

The provision for income taxes for the years ended December 31, 2001 and 2000 is
$0 and differs from the amounts computed by applying the U.S. Federal income tax
rate of 34% to loss before income taxes as a result of the following:

                                                      2001             2000
                                                      ----             ----
Computed tax benefit at federal statutory rate   $  (590,000)     $  (695,000)
State income tax benefit, net of federal effect     (104,800)        (134,600)
Increase in valuation allowance                      698,000          832,000
                                                     -------          -------
                                                 $     3,200      $     2,400
                                                     =======          =======

As of December 31, 2001,  the Company had net operating  loss  carryforwards  of
approximately $2,014,000 and $991,000 for federal and state income tax reporting
purposes, which expire in 2021 and 2011, respectively.


                                       F-20
<PAGE>
                                              GPN Network, Inc. and Subsidiaries
                                      Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

NOTE 9 - RELATED PARTY TRANSACTIONS

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

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


NOTE 10 - SUBSEQUENT EVENTS

On  January  8,  2002,  the  Company  issued  2,500,000  units  to its  majority
stockholder  for proceeds of $150,000.  Each unit consisted of two shares of the
Company's  common  stock and a warrant to  purchase  one share of the  Company's
common stock. Each warrant vests immediately, has an exercise price of $0.03 per
share and expires five years from the date of issuance.

On March 26, 2002, the Company sold its wholly-owned subsidiary GoNowSecurities,
Inc. for net consideration of $5,000.


                                        F-21