FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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

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

         For the quarterly period ended  March 31, 2003

                                       or

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

         For the transition period from ___________  to  _____________

                       Commission File Number: 033-05384


                                GPN Network, Inc.
             (Exact name of Registrant as specified in its charter)


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


1901 Avenue of the Stars,  Ste. 1950, Los Angeles, California           90067
-------------------------------------------------------------          --------
    (Address of principal executive offices)                           Zip Code


Registrant's telephone number, including area code          (310) 286-2211
                                                   -----------------------------


                                 Not Applicable
                                 --------------
  (Former name, former address and former fiscal year, if changed since last
   report)

       Indicate  by check  mark  whether  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  twelve  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
            ---------                                      ---------

       The  number of shares  outstanding of Registrant's common stock as of May
13, 2003 was 23,681,297.


<PAGE>



                       GPN NETWORK, INC. AND SUBSIDIARIES


                                TABLE OF CONTENTS



                                                                     Page Number
                                                                     -----------

PART I.       FINANCIAL INFORMATION

  Item 1. Financial Statements:

          Consolidated Balance Sheet as of  March 31, 2003 (unaudited)........3

          Consolidated Statements of Operations  for the Three months ended
          March 31, 2003 (unaudited) and March 31, 2002 (unaudited)...........4

          Consolidated Statement of Cash Flows for the Three months ended
          March 31, 2003 (unaudited) and March 31, 2002 (unaudited)...........5

          Notes to Consolidated Financial Statements..........................6

  Item 2. Management's Discussion and Analysis of  Financial Condition
          and Results of  Operations..........................................8

PART II.     OTHER INFORMATION

  Item 1. Legal Proceedings..................................................12

  Item 2. Changes in Securities and Use of Proceeds..........................12

  Item 3. Defaults Upon Senior Securities....................................12

  Item 4. Submission of Matters to a Vote of Securities Holders..............12

  Item 5. Other Information..................................................12

  Item 6. Exhibits and Reports on Form 8-K...................................12

          Signatures.........................................................13


                                       2
<PAGE>




ITEM 1. FINANCIAL STATEMENTS

                      GPN Network, Inc. and Subsidiaries
                          Consolidated Balance Sheet

                                                                    March 31,
                                                                      2003
                                                                  -----------
                                    Assets
Current assets
   Cash and cash equivalents                                      $        19
                                                                  -----------
      Total current assets                                                 19

                                                                  -----------
Total assets                                                      $        19
                                                                  ===========

                     Liabilities and Stockholders' Deficit
Current liabilities
   Accounts payable and accrued liabilities                       $   143,404
   Note payable to affiliate                                           54,987
   Promissory note to shareholder                                      70,280
   Net liabilities of discontinued operations                         455,000
                                                                  -----------

      Total current liabilities                                       723,671

Commitments and Contingencies

Stockholders' deficit
   Preferred stock, 0.001 par value:
      10,000,000 shares authorized, no shares outstanding
   Common stock, $0.001 par value; 50,000,000 shares authorized,
      16,152,897 shares issued and outstanding                         16,153
   Additional paid-in capital                                       3,431,831
   Accumulated deficit                                             (4,171,636)
                                                                  -----------
      Total stockholders' deficit                                    (723,652)

                                                                  -----------
Total liabilities and stockholders' deficit                       $        19
                                                                  ===========

         See accompanying notes to consolidated financial statements.


                                       3
<PAGE>


          GPN Network, Inc. and Subsidiaries
         Consolidated Statements of Operations

                                              For the Three  For the Three
                                               Months Ended   Months Ended
                                                March 31,       March 31,
                                                  2003            2002
                                              ------------    ------------

Revenues                                      $         --    $         --

Operating expenses:
   Employee compensation                                --              --
   Selling, general and
      administrative expenses                        3,792          50,489

                                              ------------    ------------
      Total operating expenses                       3,792          50,489

Operating loss                                      (3,792)        (50,489)

Other income (expense):
   Interest income (expense)                        (1,820)         (1,802)

                                              ------------    ------------
      Total other income (expense)                  (1,820)         (1,802)

  Loss before income taxes                          (5,612)        (52,291)

   Provision for income taxes                          800           1,600

                                              ------------    ------------
Net loss                                      $     (6,412)   $    (53,891)
                                              ============    ============

Basic and diluted loss per common share       $         --    $         --
Basic and diluted weighted average
   common shares outstanding                    16,152,597      15,789,008
                                              ============    ============


        See accompanying notes to consolidated financial statements


                                       4
<PAGE>



                         GPN Network, Inc and Subsidiaries
                       Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                                         For the Three    For the Three
                                                          Months Ended    Months Ended
                                                           March 31,        March 31,
                                                             2003             2002
                                                         -------------    -------------
                                                          (Unaudited)      (Unaudited)
<S>                                                      <C>              <C>


Cash flows from operating activities:
  Net loss                                                $    (6,412)     $   (53,891)
  Adjustments to reconcile net to net cash used
    in operating activities:
  Changes in operating assets and liabilities:
    Accounts payable and accrued expenses                       2,866           26,851
                                                         -------------    -------------

  Net cash provided by (used in) continuing
    operating activities                                       (3,546)         (27,040)

  Net cash provided by (used in) discontinued
    operating activities                                           --         (103,185)
                                                         -------------    -------------

    Total net cash provided by  (used in)
      operating activities                                     (3,546)        (130,225)


Cash flows from financing activities:
  Proceeds from note payable - shareholder                      3,550               --
  Principal payment of note payable  - shareholder                 --          (11,000)
  Proceeds from note payable - affiliate                           --               --
  Repurchase of common stock                                       --               --
  Proceeds from the sale of common stock,
    net of offering costs                                          --          138,776
                                                         -------------    -------------

    Net cash provided by financing activities                   3,550          127,776

Net increase (decrease) in cash                                     4           (2,449)

Cash at beginning of period                                        15            5,275

                                                         -------------    -------------
Cash at end of period                                     $        19      $     2,826
                                                         =============    =============

</TABLE>


            See accompanying notes to consolidated financial statements.


                                       5
<PAGE>


                       GPN Network, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements


NOTE 1 - BASIS OF PRESENTATION

The financial  statements of GPN Network,  Inc. ("GPN" or the "Company") for the
three months ended March 31, 2003 are unaudited.  Certain  information  and note
disclosures normally included in the financial statements prepared in accordance
with accounting  principles  generally  accepted in the United States of America
have been omitted. These financial statements should be read in conjunction with
the audited financial statements and notes thereto included in GPN's Form 10-KSB
as of and for the period ended  December 31, 2002. In the opinion of management,
the financial statements contain all adjustments, consisting of normal recurring
adjustments,  necessary to present fairly the financial  position of GPN for the
periods  presented.  The  interim  operating  results may not be  indicative  of
operating results for the full year or for any other interim periods.

NOTE 2 - THE COMPANY

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

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

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

The consolidated  financial  statements  include the accounts of the Company and
its  subsidiaries  GPN  Securities,  Inc.,  and  Dermedics,  Inc.  Both of these
subsidiaries   are  inactive.   All   significant   intercompany   balances  and
transactions have been eliminated in consolidation.

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 had an accumulated
deficit of $4,171,636 as of March 31, 2003 and  significant  negative cash flows
from  operations for the twelve months ended  December 31, 2002.  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.

                                       6
<PAGE>
Lease Liability
---------------

At March 31,  2003,  the Company was in default of the terms of the lease of its
corporate  headquarters.  The lease term ended  March 31,  2002.  The  remaining
amount due under the term of the lease has been accrued under  accounts  payable
and accrued expenses.

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:
<TABLE>
<CAPTION>
                                                                 For the Periods Ended
                                                                       March 31,
                                                                  2003           2002
                                                                ----------    ----------
<S>                                                             <C>          <C>
Options outstanding under the Company's stock  option plans        632,125       632,125
Warrants issued in conjunction with the sale of common stock     4,722,244     4,722,244
Warrants issued to consultants for services rendered                20,125        20,125
</TABLE>
NOTE 3 - STOCKHOLDERS' 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
March 31, 2003, no preferred shares have been designated or issued.

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

At March 31, 2003, the Company's  Chief  Executive  Officer  beneficially  owned
12,200,000 shares of common stock and warrants for the purchase of an additional
2,500,000  shares.  Of these  shares,  GPN has entered  into an Investor  Rights
Agreement granting the Chief Executive Officer certain  registration rights with
respect to 5,000,000 shares and the shares underlying the warrants.

NOTE 4  - CONTINGENCIES

At March 31,  2003,  the Company was in default of the terms of the lease of its
corporate headquarters.  The lease term ended March 31, 2002. At March 31, 2003,
the  remaining  amount  due  under the term of the  lease of  $123,492  has been
accrued under net liabilities from discontinued operations.

On December 13, 2001,  service of process was effectuated  upon the Company with
regard to a fee  agreement  between  the  Company  and  Silver and  Deboskey,  a
Professional  Corporation  located in Denver,  Colorado.  On November  27, 2002,
judgment was entered in favor of Silver & Deboskey in the amount of $28,091.

NOTE 5 - SUBSEQUENT EVENT

The  Company's  principal  stockholder  had advanced the Company an aggregate of
$70,725 to finance the Company's working capital needs. As of May 12, 2003, said
sum had  accrued  an  aggregate  of $4,559 in  interest.  On May 12,  2003,  the
principal  stockholder  transferred  the right to receive such monies to a third
party.  Concurrently  with the transfer,  the Company issued 7,528,400 shares of
its common  stock to the third party in exchange  for the  cancellation  of this
indebtedness.
                                       7
<PAGE>

                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

EXCEPT FOR HISTORICAL  INFORMATION  CONTAINED  HEREIN,  THE MATTERS DISCUSSED IN
THIS FORM  10-QSB ARE  FORWARD-LOOKING  STATEMENTS  THAT ARE  SUBJECT TO CERTAIN
RISKS AND  UNCERTAINTIES  THAT COULD CAUSE ACTUAL  RESULTS TO DIFFER  MATERIALLY
FROM THOSE SET FORTH IN SUCH FORWARD LOOKING  STATEMENTS.  SUCH  FORWARD-LOOKING
STATEMENTS MAY BE IDENTIFIED BY THE USE OF CERTAIN FORWARD-LOOKING  TERMINOLOGY,
SUCH AS "MAY," "WILL," "EXPECT,"  "ANTICIPATE,"  "INTEND," "ESTIMATE," "BELIEVE"
OR COMPARABLE  TERMINOLOGY THAT INVOLVES RISKS OR  UNCERTAINTIES.  ACTUAL FUTURE
RESULTS  AND  TRENDS MAY  DIFFER  MATERIALLY  FROM  HISTORICAL  AND  ANTICIPATED
RESULTS,  WHICH MAY OCCUR AS A RESULT OF A VARIETY  OF  FACTORS.  SUCH RISKS AND
UNCERTAINTIES  INCLUDE,  WITHOUT  LIMITATION,  GPN NETWORK'S  LIMITED  OPERATING
HISTORY  AND  DOUBT  ABOUT ITS  ABILITY  TO  CONTINUE  AS A GOING  CONCERN,  THE
UNPREDICTABILITY  OF ITS FUTURE REVENUES AND LACK OF A BUSINESS PLAN,  CONTINUED
DEPLETION OF ITS ASSETS,  THE ABILITY TO OBTAIN  ADDITIONAL FUNDS, AND LACK OF A
TRADING MARKET FOR ITS STOCK,  . GPN NETWORK  UNDERTAKES NO OBLIGATION TO UPDATE
ANY FORWARD-LOOKING  STATEMENT,  WHETHER AS A RESULT OF NEW INFORMATION,  FUTURE
EVENTS OR OTHERWISE.  READERS SHOULD  CAREFULLY  REVIEW THE FACTORS SET FORTH IN
OTHER  REPORTS OR DOCUMENTS  THAT GPN NETWORK FILES FROM  TIME-TO-TIME  WITH THE
SEC.

Overview
--------

RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO  THREE
MONTHS  ENDED MARCH 31, 2002

Revenue
-------

Because the Company  discontinued  its only revenue  producing  activity  during
2001, there is no revenue shown on the consolidated  statement of operations for
the period  ending  March 31, 2003 or March 31,  2002.  The Company is currently
seeking an acquisition candidate to enhance stockholder value. While preliminary
discussions are being held with one company,  no agreement is in place and there
can be no assurance one will result.  Any such  acquisition  will likely involve
substantial  dilution to existing  shareholders  and/or a reverse stock split of
the Company's outstanding common stock.

Employee Compensation
---------------------

There was no employee  compensation during the three months ended March 31, 2003
or March 31, 2002.

Selling, General and Administrative Expenses
--------------------------------------------

Selling,  general, and administrative  expenses from continuing  operations were
$3,792 for the three months ended March 31, 2003,  which is a 92% decrease  from
selling,  general and  administrative  expenses of $50,489 for the three  months
ended March 31, 2002. The primary components of this amount for the three months
ended March 31, 2003 were legal and accounting  fees. The decrease was caused by
decreased legal and accounting fees due to the Company's  discontinuation of its
business activities.

                                       8
<PAGE>

Interest Income and Expense
---------------------------

Interest expense for the three months ended March 31, 2003 was $1,820.  Interest
income for the three months ended March 31, 2002 was $1,802.  The net difference
of $18 is due to higher balances during 2003 on the notes payable to shareholder
and affiliate.

Net Loss
--------

For the reasons stated above, the Company had a net loss of $6,412 for the three
months  ended  March  31,  2003  which is an 88%  decrease  from the net loss of
$53,891 for the three months ended March 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2003, the Company had $19 in current assets, all of which was cash.
Also at March 31, 2003 current  liabilities were $723,671  resulting in negative
working capital of ($723,652). During the three months ended March 31, 2003, the
Company used cash in its operating activities of $3,546. During the three months
ended March 31,  2002,  the Company  used cash in its  operating  activities  of
$130,225.

The Company is currently  inactive.  There is no guarantee that the Company will
locate or develop a viable  business  model,  and there is no guarantee that the
Company will be able to generate  sufficient  revenue to fund future operations.
As a result, the Company expects its operations to continue to use net cash, and
the Company may be required to seek additional debt or equity  financings during
the coming quarters.  There can be no assurance that the Company will be able to
consummate debt or equity  financings in a timely manner on a basis favorable to
the  Company,  or at all.  The  Company  is  currently  engaged  in  preliminary
discussions  regarding possible business  combinations or asset acquisitions but
no definitive  arrangements  are yet in place and there can be no assurance that
any transaction will be consummated.

The  Company's  principal  stockholder  had advanced the Company an aggregate of
$70,725 to finance the Company's working capital needs. As of May 12, 2003, said
sum had  accrued  an  aggregate  of $4,559 in  interest.  On May 12,  2003,  the
principal  shareholder  transferred  the right to receive such monies to a third
party.  Concurrently  with the transfer,  the Company issued 7,528,400 shares of
its common  stock to the third party in exchange  for the  cancellation  of this
indebtedness.

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

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

The Company's  securities  involve a high degree of risk.  Please carefully read
this Annual Report for the Company's  fiscal year ended December 31, 2002 in its
entirety and seriously  consider all of the factors and financial  data that are
herein disclosed, in particular, the specific risk factors described below.

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

GPN has incurred losses and experienced  negative  operating cash flow since its
formation. For the three months ended March 31, 2003 and the year ended December
31, 2002, GPN had a net loss of approximately $6,400 and $222,000, respectively,
and negative  cash flow from  operations of  approximately  $3,500 and $153,000,
respectively.  GPN also had an accumulated deficit of approximately $4.2 million
as of March 31, 2003. The Company expects to continue to incur operating and net
losses and negative operating cash flow for the foreseeable future, and there is
no  assurance  that the  Company  will ever  achieve  profitability  or generate
positive cash flow.

                                       9
<PAGE>


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

GPN was incorporated in December 1999 and began generating  revenue in the third
quarter of 2000. As of July 2001, GPN discontinued its current  operations.  GPN
currently  does not have a business plan and there is no assurance  that it will
develop a business  plan that will be  successful.  If the Company seeks to grow
its business,  then it expects that its operating  expenses will increase.  As a
result, the Company will need to increase its revenue to become profitable,  and
if its  revenue  does  not  grow  as  expected,  or  increases  in its  expenses
appreciably exceed its expectations, the Company may never achieve profitability
or positive cash flow. If GPN does achieve  profitability  and/or  positive cash
flow,  there can be no assurance  that GPN will be able to sustain it or improve
upon it on a quarterly or annual basis for future periods.

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

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

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

While the  Company is  currently  seeking an  acquisition  candidate,  it has no
present  arrangements  for a business  combination or asset  acquisition.  While
preliminary  discussions  are being held with one  company,  no  agreement is in
place and there is no assurance one will result. A business combination or asset
acquisition will likely involve  substantial  dilution to existing  stockholders
and /or a reverse stock split of the company's  outstanding common stock. Unless
the  Company  can  enter  into  such an  arrangement,  it will  have to  acquire
additional capital to maintain its operations. Even if the Company were to enter
into a business combination or asset acquisition, there is no assurance that the
transaction will result in successful income-producing operations.

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

To date,  GPN has not  generated  significant  revenue and it has  limited  cash
liquidity  and capital  resources.  GPN does not offer any  products or services
from which it can derive revenue. The Company currently does not have a business
plan for its operations.  GPN's future capital  requirements will depend, in the
near-term, completely on obtaining additional debt or equity funding from new or
existing  investors,  which management  believes may be insufficient to fund its
capital expenditures, working capital and other cash requirements for the fiscal
year ending December 31, 2003. Any equity financings would result in dilution to
our  then-existing  stockholders.  Furthermore,  the possible sale of restricted
shares  issued and  outstanding  may, in the future,  dilute the  percentage  of
free-trading  shares held by a  stockholder  or  subsequent  purchaser  of GPN's
securities in the market, and may have a depressive effect on the price of GPN's
securities.  Further,  such sales, if substantial,  might also adversely  affect
GPN's ability to raise additional equity capital in the future.  Sources of debt
financing may result in higher interest expense.  There can be no assurance that
these fund raising efforts will be successful.  Any financing, if available, may
be on terms  unfavorable  to us. The  successful  outcome  of future  activities
cannot be determined at this time and there are no assurances that, if it can be
achieved,  the Company will have sufficient  funds to execute a business plan or
generate positive operating results. If adequate funds are not obtained,  we may
not be able to continue our operations.

                                       10
<PAGE>

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

The sale or the proposed  sale of  substantial  amounts of GPN's common stock in
the public  market  could  materially  adversely  affect the market price of its
common stock or other outstanding  securities.  As of March 3, 2003, Todd Ficeto
beneficially  owned  12,200,000  shares of common  stock  and  warrants  for the
purchase of an additional  2,500,000  shares.  Of these shares,  GPN has entered
into an Investor  Rights  Agreement  with  respect to  5,000,000  shares and the
shares  underlying  the  warrants.  The sale of a large  amount of shares by Mr.
Ficeto, or the perception that such sales may occur,  could adversely affect the
market price for GPN's common stock or other outstanding securities.

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

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

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

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

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

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

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

The market  price for the  Company's  common  stock  reached a high of $3.50 per
share  during the first  quarter of 2001 and a low of $0.01 per share during the
fourth quarter of 2002. In addition,  the Company's common stock has experienced
volume  fluctuations.  These market fluctuations have adversely affected and may
continue to adversely  affect the market price of the Company's common stock. If
the Company is unable to develop a business plan, the market price and volume of
its common stock may also be materially  adversely  affected and the Company may
experience difficulty in raising capital.

THERE IS NO ASSURANCE OF AN ESTABLISHED PUBLIC TRADING MARKET.

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

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


                                       11
<PAGE>

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

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

BROKER-DEALER REQUIREMENTS MAY AFFECT TRADING AND LIQUIDITY.

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

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


                           PART II - OTHER INFORMATION

                       GPN NETWORK, INC. AND SUBSIDIARIES

Item 1.  Legal Proceedings

None.

Item 2.  Changes in Securities and Use of Proceeds

None.

Item 3.  Defaults Upon Senior Securities
         None.

Item 4:  Submission of Matters to a Vote of Securities Holders'
         None.

Item 5:  Other Information
         None.

Item 6.  Exhibits and Reports on Form 8-K

         99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
              pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.



                                       12
<PAGE>


SIGNATURES

Pursuant  to the  requirements  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, on May 13, 2003



                                 GPN Network, Inc.



                             By: /s/ Todd M. Ficeto
                                 -------------------------
                                 Todd M. Ficeto
                                 President, Chief Executive Officer


                                       13
<PAGE>

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

I, Todd M. Ficeto, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of GPN Network, Inc.;

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

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

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

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

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

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

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

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

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

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


Date: May 13, 2003
                               /s/ TODD M. FICETO
                               -------------------
                               Todd M. Ficeto
                               Chief Executive Officer


                                       14
<PAGE>


CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

I, Todd M. Ficeto, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of GPN Network, Inc.;

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

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

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

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

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

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

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

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

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

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

 Date: May 13, 2003



                               /s/ TODD M. FICETO
                               ------------------
                                  Todd M. Ficeto
                                  Chief Financial Officer


                                       15
<PAGE>

                                  Exhibit 99.1



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of GPN Network, Inc. (the "Company") on
Form 10-QSB for the period ending March 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned, in the capacities and on the date indicated below, hereby
certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

   (1) The Report fully complies with the requirements of Section 13(a) or 15(d)
       of the Securities Exchange Act of 1934; and

   (2) The information  contained in the Report fairly  presents,  in all
       material respects,  the financial condition and results of operations of
       the Company.


/S/ TODD M. FICETO
-------------------------------
    Todd M. Ficeto
    Chief Executive Officer and Chief Financial Officer
    (Principal Executive Officer and
     Principal Financial and Accounting Officer)
    May 13, 2003