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 September 30, 2000

                                       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.)


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


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

                                 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
November 7, 2000 was 10,537,239.

<PAGE>
                       GPN NETWORK, INC. AND SUBSIDIARIES
                       ----------------------------------

                                TABLE OF CONTENTS
                                -----------------

                                                                   Page Number
                                                                   -----------
PART I.    FINANCIAL INFORMATION

  Item 1.  Financial Statements:

           Consolidated Balance Sheets as of
           September 30, 2000 (unaudited)...................            3

           Consolidated Statements of Operations
           and Comprehensive Loss for the Three and Nine
           months ended  September 30, 2000 (unaudited).....            4

           Consolidated Statement of Cash Flows for the
           Nine months ended September 30, 2000 (unaudited).            5

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

  Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of  Operations...           12


PART II.          OTHER INFORMATION

     Item 1.      Legal proceedings.........................           14

     Item 2.      Changes in Securities and Use of Proceeds.           15

     Item 3.      Defaults Upon Senior Securities...........           15

     Item 4.      Submission of Matters to a Vote of
                  Securities Holders........................           15

     Item 5.      Other Information.........................           15

     Item 6.      Exhibits and Reports on Form 8-K..........           15

                  Signatures................................           16








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                                                                               2
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

                       GPN Network, Inc. and Subsidiaries
                           Consolidated Balance Sheet

ASSETS                                                  September 30, 2000
                                                       --------------------
Current assets:                                                (Unaudited)
   Cash and cash equivalents                            $        1,286,668
   Marketable equity securities                                    137,818
   Accounts receivable                                              63,788
                                                        ------------------
         Total current assets                                    1,488,274

Property and equipment, net of accumulated
depreciation of $48,053                                            386,275

Capitalized web site development cost, net
of accumulated amortization of  $24,434                             73,302

Other assets                                                        42,874
                                                        ------------------
                                                        $        1,990,725
                                                        ==================
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable and accrued expenses                $           84,061

Deferred revenue                                                   241,300
Other liabilities                                                  150,000
                                                        ------------------
        Total liabilities                                          475,361

Minority interest                                                  429,450

Commitments and contingencies

Stockholders' equity:
  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;
  10,537,239 shares issued and outstanding                          10,537
Additional paid-in capital                                       2,678,474
Deferred compensation                                              (12,500)
Accumulated other comprehensive income                            (116,148)
Accumulated deficit                                             (1,474,449)
                                                        ------------------
        Total stockholders' equity                               1,085,914
                                                        ------------------
                                                        $        1,990,725
                                                        ==================

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                                                                               3
<PAGE>
                       GPN Network, Inc. and Subsidiaries
           Consolidated Statement of Operations and Comprehensive Loss

                                          For the Three         For the Nine
                                          Months Ended          Months Ended
                                       September 30, 2000    September 30, 2000
                                           (unaudited)           (unaudited)
                                     ---------------------  --------------------
Revenues                                $        138,932    $          138,932
                                        ----------------    ------------------

Operating expenses:
  Employee compensation                          358,199               827,813
  Selling, general and
     administrative expenses                     263,445               835,134
                                        ----------------    ------------------
           Total operating expenses              621,644             1,662,947
                                        ----------------    ------------------

Operating loss                                  (482,712)           (1,524,015)

Other income (expense):
         Interest income                          18,343                51,166
                                        ----------------    ------------------

Loss before provision for taxes                 (464,369)           (1,472,849)

Provision for taxes                                    -                 1,600
                                        ----------------    ------------------
Net loss                                        (464,369)           (1,474,449)

Other comprehensive income -
  unrealized loss on marketable
  equity securities, net of tax of  $0           (70,863)             (116,148)
                                        ----------------    ------------------
Comprehensive loss                      $       (535,232)   $       (1,590,597)
                                        ================    ==================

Basic and diluted net loss per
  common share                          $          (0.04)   $            (0.14)
                                        ================    ==================

Basic and diluted weighted average
  common shares outstanding                   10,776,174            10,295,014
                                        ================    ==================










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                                                                               4
<PAGE>
                       GPN Network, Inc. and Subsidiaries
                      Consolidated Statement of Cash Flows
                                                          For the Nine
                                                          Months Ended
                                                       September 30, 2000
                                                      ---------------------
Cash flows from operating activities:
  Net loss                                                $      (1,474,449)
  Estimated fair market value of vested common
     stock granted to employees                                      37,751
  Estimated fair market value of warrants
     granted to consultant                                           12,990
  Adjustments to reconcile net loss to net
    cash used in operating activities:
      Depreciation and amortization                                  72,552
      Write-off of property and equipment                            12,000
      Changes in operating assets and liabilities:
          Accounts receivable                                       (63,788)
          Other assets                                              (18,609)
              Accounts payable and accrued expenses                  59,731
              Deferred revenue                                      (12,666)
                                                          -----------------
   Net cash used in operating activities                         (1,374,488)
                                                          -----------------
Cash flows from investing activities:
  Cash paid in connection with DMRX acquisition                    (300,000)
  Purchases of property and equipment                              (296,328)
  Costs incurred to develop web site                                (97,736)
                                                          -----------------
  Net cash used in investing activities                            (694,064)
                                                          -----------------
Cash flows from financing activities:
  Payments for stock buyback                                       (300,000)
  Founders' capital contribution                                        500
  Proceeds from the sale of common stock,
     net of offering costs of $264,185                            3,225,270
  Proceeds from the sale of subsidiary
     common stock, net of offering
     costs of $85,050                                               429,450
                                                          -----------------
Net cash provided by financing activities                         3,355,220
                                                           ----------------
Net increase in cash                                              1,286,668

Cash at beginning of period                                               -

Cash at end of period                                      $      1,286,668
                                                           ================
Supplemental disclosure of cash flow information:
  Cash paid during the period for:
      Interest                                             $              -
                                                           ================
      Income taxes                                         $              -
                                                           ================
               See notes to accompanying financial statements for
             additional non-cash investing and financing activities.
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                                                                               5
<PAGE>
                       GPN Network, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

NOTE 1 - BASIS OF PRESENTATION
------------------------------
The financial  statements of  GoPublicNow.com  ("GPN" or the  "Company") for the
three  and  nine  months  ended  September  30,  2000  are  unaudited.   Certain
information and note disclosures  normally included in the financial  statements
prepared in accordance with generally accepted  accounting  principles have been
omitted.  These  financial  statements  should be read in  conjunction  with the
audited financial statements and notes thereto included in GPN's Form 8K/A as of
and for the period  ended  March 31,  2000.  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
--------------------
GoPublicNow.com,  Inc. ("GPN" or the "Company") was  incorporated on December 2,
1999  according  to the laws of Nevada.  Operations  for the nine  months  ended
September 30, 2000 are indicative of the operations  from December 2, 1999 (date
of inception)  through  September 30, 2000 as the Company had no operations from
December 2, 1999 through  December 31, 1999. The Company was in the  development
stage through August 31, 2000.  During the  development  stage,  the Company was
primarily engaged in raising capital,  obtaining  financing,  developing its web
site, advertising and marketing the Company, and administrative  functions.  The
Company provides a web site dedicated to helping their customers grow and obtain
financing for their business ventures.

Pursuant to an acquisition  agreement (the  "Acquisition  Agreement")  effective
April 6, 2000, the Company ("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
acquiror as it retained  control of DMRX after the merger.  Simultaneously  with
the Merger,  the name DMRX was changed to GoPublicNow.com  ("GPN"),  and all the
outstanding shares of common stock of GPN-Nevada were exchanged on a one-for-one
basis for shares of common stock of GPN.  Immediately  prior to the merger,  the
common stock of DMRX was reduced by a one for five reverse split.

At the time of the merger DMRX had 766,117 shares outstanding.  By virtue of the
merger, the shareholders of GPN-Nevada  acquired  10,219,472 shares of DMRX. The
total  issued,  outstanding,  and  committed  shares  of the  combined  entities
subsequent to the merger was 10,985,589  shares.  Since DMRX's  operations  from
December 2, 1999 through the date of acquisition were insignificant, a pro forma
condensed  consolidated  balance sheet and condensed  consolidated  statement of
operations  as of and for the period ended  September 30, 2000 are not presented
here. In addition,  since DMRX prior  quarter  results were  insignificant,  the
Company  believes the  historical  results are not  indicative  of the Company's
future  results  of  operations.  As a result,  the  Company  has not  presented
comparative results of operations.


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                                                                               6
<PAGE>
                       GPN Network, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

Termination of Development Stage
--------------------------------
As noted above,  the Company was  incorporated in 1999 and had been  principally
engaged in raising capital, obtaining, financing,  advertising and promoting the
Company,  and developing its website.  Planned  operations,  as discussed above,
have  commenced in relation to the Company's  business  plan.  Accordingly,  the
Company no longer is to be considered a development stage enterprise.

Subsidiaries
------------
Pursuant  to  the  Merger,  the  Company  acquired  the  subsidiary  corporation
Dermedics,  Inc. ("Dermedics").  Dermedics  has  no employees or operations, and
minimal assets.

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 September 30, 2000,  GoBizNow.com had sold 294,000 shares of common
stock for $429,450  net of offering  costs of $85,050 at which time the offering
was  considered  closed.  As  of  September  30,  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 September 30, 2000.

Pursuant  to  Staff  Accounting  Bulletin  84 ("SAB  84")  when  offering  the a
subsidiary's direct sale of its un-issued shares, a gain or loss may be required
to be reflected in the consolidated  income  statements of the parent.  However,
SAB 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 September 30, 2000.

The Company  intends to operate a broker dealer in order to provide  funding and
other  financial   services  for  its  customers.   In  May  2000,  the  Company
incorporated its subsidiary GPN Securities,  Inc. The Company intends to develop
GPN  Securities,  Inc. as an in-house  broker dealer.  In July 2000, the Company
incorporated  its  subsidiary  GoNow  Securities,  Inc.  The Company  intends to
utilize GoNow  Securities,  Inc. as an acquisition  vehicle to purchase a broker
dealer.  There has been no activity in either entity at September 30, 2000. (See
Note 6 for subsequent activity.)

Principles of Consolidation
---------------------------
The  consolidated  financial  statements include the accounts of the Company and
GoBizNow.com,  GPN Securities, Inc., GoNow Securities, Inc., and Dermedics, Inc.
GoBizNow.com and GoNow  Securities,  Inc. are majority owned  subsidiaries;  GPN
Securities, Inc. and Dermedics, Inc. are wholly owned subsidiaries. GoBizNow.com
is an operating company, while GoNow Securities,  GPN Securities, and Dermedics,
Inc. are in the development  stage.  All significant  intercompany  balances and
transactions have been eliminated in consolidation.

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

Risks and Uncertainties
-----------------------
The Company is a start-up company subject to the substantial  business risks and
uncertainties  inherent  to such an  entity,  including  the  potential  risk of
business failure.

The Company has a loss of $1,474,449  for nine months ended  September 30, 2000.
The  Company's  cash  balance at  September  30, 2000 was  $1,286,668.  There is
substantial  doubt as to weather  revenues  projected to be  generated  from new
contracts  subsequent  to  September  30,  2000 will be  sufficient  to fund the
Company's operations, capital expenditures, working capital requirements and web
site  development  costs for the next twelve  months.  There is no assurance the
Company will be able to generate  sufficient revenues or obtain sufficient funds
when  needed,  or that such  funds,  if  available,  will be  obtained  on terms
satisfactory to the Company.


Marketable Securities
---------------------
Marketable securities consist of equity securities and are stated at fair market
value.  During the nine months ended  September 30, 2000,  the Company  recorded
deferred  revenue  based upon the  receipt of  marketable  securities  valued at
$253,966 in  consideration  for future  services from an unrelated  party.  This
deferred  revenue  is being  recognized  at the rate of  $14,109  per month over
eighteen  months  beginning in September  2000.  Pursuant to the  Statements  of
Financial  Accounting  Standards No. 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. As of September 30, 2000, the
Company determined the fair market value of the underlying marketable securities
to be  $137,818  and  accordingly,  reported an  unrealized  loss of $70,863 and
$116,148 for the three and nine months ended  September 30, 2000,  respectively,
as other comprehensive loss and cumulative unrealized loss.

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").  Pursuant to
EITF  00-2,  the  Company  has  capitalized  approximately  $98,000  of web site
development  costs as of September 30, 2000. The Company began  amortizing  this
website in April, 2000. For the six months ended September 30, 2000, the Company
has recognized $24,434 of amortization expense on its website.

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 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 the Company may be required,  under  certain  circumstances,  to
return all equity  instruments  to its clients.  In  contracts  with a return of

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

equity clause, the Company does not record any revenue or deferred revenue until
such time as the return of equity clause is removed or is otherwise no longer is
in effect.

During the  quarter  ended  September  30,  2000 the  Company  signed a business
advisory  services  agreement  with Lotto  Concepts,  Inc.  ("Lotto  Concepts"),
whereby the Company will receive  500,000  shares of Lotto  Concepts,  valued at
$1,000,000  (based on shares  recently sold in a private  placement  offering at
$2.00 per share).  The Company does not record revenue or deferred revenue until
such time as Management is reasonably confident in the ultimate  collectibility,
in cash, of the related receivable.  As such, as of September 30, 2000 no amount
of revenue or deferred revenue has been recognized on this contract.

Earnings Per Share
------------------
The Company has adopted  Statement of  Financial  Accounting  Standards  No. 128
("SFAS 128"),  "Earnings Per Share." Under SFAS 128, 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.  Because the Company has incurred  net losses,  basic and diluted loss
per  share  are  the  same  as  additional  potential  common  shares  would  be
anti-dilutive.

Stock Compensation
------------------
The Company has adopted FASB  Interpretation  No. 44 ("FIN 44")  "Accounting for
Certain  Transactions  involving Stock  Compensation,"  an interpretation of APB
Opinion 25 ("APB 25").  FIN 44 clarifies the  application  of APB 25 for (a) the
definition  of employee  for  purposes of applying  APB 25, (b) the criteria for
determining  whether  a plan  qualifies  as a  non-compensatory  plan,  (c)  the
accounting  consequence for various  modifications  to the terms of a previously
fixed stock  option or award,  and (d) the  accounting  for an exchange of stock
compensation  award in a  business  combination.  FIN 44 did not have a material
effect on the financial statements.

Recent Accounting Pronouncements
--------------------------------
The FASB issued  Statement  of  Financial  Accounting  Standards  No. 133 ("SFAS
133"),  "Accounting for Derivative Instruments and Hedging Activities." SFAS 133
establishes  accounting  and  reporting  standards for  derivative  instruments,
including certain derivative  instruments  embedded in other contracts,  and for
hedging  activities.  It requires that an entity  recognize all  derivatives  as
either  assets or  liabilities  on the balance  sheet at their fair value.  This
statement, as amended by SFAS 137, is effective for financial statements for all
fiscal  quarters to all fiscal years  beginning after June 15, 2000. The Company
does not expect the adoption of this  standard to have a material  impact on its
results of operations, financial position or cash flows as it currently does not
engage in any derivative or hedging activities.

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

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin  (SAB) 101,  "Revenue  Recognition,"  which outlines the basic criteria
that must be met to recognize  revenue and provides guidance for presentation of
revenue and for disclosure related to revenue recognition  policies in financial
statements filed with the Securities and Exchange Commission. The effective date
of this  pronouncement  is the fourth quarter of the fiscal year beginning after
December 15, 1999.  The Company  believes  that adopting SAB 101 will not have a
material impact on the Company's financial position and results of operations.

Reclassifications
-----------------
Certain  reclassifications  were made to prior period amounts,  enabling them to
conform to current period presentation.

NOTE 3 -  OTHER LIABILITIES
---------------------------
In June 2000, the Company signed a software licensing agreement for $300,000, of
which the Company  paid  $150,000 and accrued  $150,000  during the period ended
September  30, 2000.  The software is for website  development;  as a result the
Company   capitalized  the  software  licensing  agreement  under  Property  and
Equipment  in the  accompanying  balance  sheet at  September  30, 2000 and will
amortize it over the life of the licensing agreement.

NOTE 4 - STOCKHOLDERS' EQUITY
-----------------------------
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
September 30, 2000, no preferred shares have been designated or issued.

Common Stock
------------
In July 2000,  the  Company  recorded  an  additional  $13,025  of direct  costs
associated with a previous sale of common stock.

Stock Cancellations
-------------------
On September 21, 2000, in return for the Company's  agreement to release certain
of the previous DMRX  shareholders  (the  "Shareholders")  from claims which may
have  arisen  pursuant to the Merger  (see Note 5), the  Shareholders  agreed to
return to the  Company for  cancellation  250,000 of the  outstanding  shares of
Common Stock of the Company.

On September 15, 2000, the Company  canceled 16,000 shares of common stock which
had been issued in error in 1999.  The stock was issued to a  consultant  to the
Company  at  the  time  of a 5  for 1  reverse  stock  split.  The  shares  were
inadvertently  issued on a  post-split  basis and should  have been  issued on a
pre-split basis.

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                                                                              10
<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  with other  compensatory  arrangements.  Under the terms of
various  employment  agreements  with  employees,  the Company issued options to
purchase 381,250 shares of the Company's common stock at exercise prices ranging
from $0.25 per share to $3.75 per share (the  estimated fair market value on the
date of grant by the Company).  The options vest over a periods ranging from two
months to twenty-four months and are exercisable through March 2010.

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,  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 in three  months  from the date of grant and are
exercisable through February 2010. Under SFAS 123, $12,990 of consulting expense
is to be recognized,  of which $0 and $12,990 has been  recognized for the three
and nine months ended September 30, 2000, respectively. In addition, the Company
issued  2,222,244  warrants  to various  investors  as part of  various  private
placement memorandums.

NOTE 5 - CONTINGENCIES
----------------------
On April 12, 1999, the Company,  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,  breach of fiduciary
duty, failure to assign patent rights and for return of unearned bonus payments.
On July 15,  1999,  the  defendants  filed a  response  denying  the  claims and
asserting  counterclaims  for breach of  contract,  failure to pay  compensation
including cash and stock.  Current  management of the Company is not fully aware
of all of the facts in connection  with the action,  and has not taken any steps
to further prosecute the action since the date of the Merger.  Management cannot
presently  predict  the outcome of this action or the affect upon the Company if
the outcome is  unfavorable,  but has no reason to believe that the outcome will
be  unfavorable  to the Company or that an  unfavorable  outcome would result in
material liability to the Company.

NOTE 6 - SUBSEQUENT EVENTS
--------------------------
Name Change
-----------
On October 23,  2000,  the Company  announced  that it is changing its name from
GoPublicNow.com  to "GPN  Network".  The Company  believes that this name change
will better reflect its business model,  which includes  traditional  "brick and
mortar"  business  entities as well as an internet  presence.  The change became
effective November 8, 2000.



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

GoNow Securities NASD approval
------------------------------
On October 24,  2000,  the  Company's  subsidiary  GoNow  Securities,  Inc.  was
approved  for  membership  to the National  Association  of  Securities  Dealers
("NASD").

Heritage West
-------------
On November  2, 2000,  the Company  announced  that it had signed a  non-binding
letter of intent to acquire  100% of the assets and  business of  Heritage  West
Securities, Inc., a NASD licensed broker-dealer.  This transaction is subject to
various  conditions,  including approval by the NASD and other state and Federal
regulatory agencies.

                 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,  THE  UNPREDICTABILITY  OF ITS FUTURE REVENUES,  THE
UNPREDICTABLE  AND  EVOLVING  NATURE  OF  ITS  KEY  MARKETS,  REGULATION  IN THE
SECURITIES AND MERGERS AND ACQUISITIONS INDUSTRY, COMPETITION,  INTERNET-RELATED
RISKS, DEPENDENCE ON KEY PERSONNEL, DEPENDENCE ON CONTENT ACQUISITION,  CREATION
AND LICENSING,  AND THE GROWTH OF GPN NETWORK'S NEED FOR ADDITIONAL CAPITAL. 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 AND MATTERS GENERALLY AFFECTING
ONLINE COMMERCE.

Overview
--------
The  Company's  websites  are at the core of its  business  model.  The  Company
intends to list its client  companies along with related  information  about the
client companies (including specific financing  requirements) and provide access
to this  information to funding  sources.  The Company  recognizes  revenue from
these  agreements  over the period  during which client  companies are listed on
this website. The Company's website became operational on September 1, 2000.

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                                                                              12
<PAGE>
The Company has been  advised by its counsel  that  certain of its  transactions
must be  conducted  through a  broker-dealer.  The  Company is in the process of
obtaining  a  broker-dealer   through  both  internal  development  and  through
acquisition.  If  this is not  achieved  and  the  Company  does  not  obtain  a
broker-dealer,  the Company would encounter  significant  difficulty in carrying
out its business plan.

RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 2000
-------------------------------------------------------------
Revenue
-------
The Company  recognized  revenue of $138,932  for the three month  period  ended
September  30,  2000.  This  revenue  was  derived   primarily  from  e-commerce
consulting,  business  development  services,  and listing fees. $14,109 of this
amount consists of the recognition of deferred revenue based upon the receipt of
marketable equity securities in client companies.

Employee Compensation
---------------------
Employee  compensation  was $358,199 for the three  months ended  September  30,
2000. This amount consists primarily of officer and employee salaries.

Selling, General and Administrative expenses
--------------------------------------------
Selling, general, and administrative expenses were $263,445 for the three months
ended  September 30, 2000. The primary  components of this amount were legal and
accounting fees, depreciation and amortization,  rent, advertising, and internet
content and service fees.

Interest Income and Expense
---------------------------
Interest income for the three months ended September 30, 2000  was $18,343.  The
Company had no interest expense for the period.

Net Loss
--------
For the reasons  stated  above,  the Company had a net loss of $464,369  for the
three months ended September 30, 2000.

RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2000
------------------------------------------------------------
Revenue
-------
The Company ended its  development  stage and began  recognizing  revenue in the
quarter ended September 30, 2000. The Company recognized revenue of $138,932 for
the nine months ended  September 30, 2000. . This revenue was derived  primarily
from e-commerce  consulting,  business development  services,  and listing fees.
$14,109 of this amount  consists of the  recognition  of deferred  revenue based
upon the receipt of marketable equity securities in client companies.

Employee Compensation
---------------------
Employee compensation was $827,813 for the nine months ended September 30, 2000.
This amount consists primarily of officer and employee salaries.

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                                                                              13
<PAGE>
Selling, General and Administrative expenses
--------------------------------------------
Selling,  General and Administrative  expenses were $835,134 for the nine months
ended  September 30, 2000.  The primary  components of this amount are legal and
accounting  fees;  depreciation  and  amortization;  rent;  advertising;  and  a
write-down in value of the Company's website and telephone system.

Interest Income and Expense
---------------------------
Interest income for the nine months ended  September  30, 2000 was $51,166.  The
Company had no interest expense for the period.

Net Loss
--------
For the reasons  noted above,  the  Company's net loss for the nine months ended
September 30, 2000 was $1,474,449.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
At September 30, 2000, the Company had $1,488,274 in current  assets,  including
$1,286,668 in cash. Also at September 30, current liabilities were $475,361. The
Company has used  $1,374,488 in cash to fund its  operations  from the period of
inception to September 30, 2000. The Company  generated its first revenue during
the quarter, but there is no guarantee that the Company will be able to generate
sufficient  revenue to fund  future  operations.  Under the  Company's  business
model,  the  Company is  compensated  largely  by shares of common  stock in its
client  companies;  thus the  Company's  success,  including its ability to fund
future operations, depends largely on both the liquidity and market value of its
client company's  common stock.  There can be no assurance that the Company will
be able to liquidate its client company's  common stock in sufficient  volume to
fund the  Company's  future  operations,  if at all.  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.


                           PART II - OTHER INFORMATION
                           ---------------------------
                       GPN NETWORK, INC. AND SUBSIDIARIES
                       ----------------------------------
Item 1.  Legal Proceedings

         On April 12, 1999, the Company,  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,  breach of fiduciary duty, failure to assign patent rights
         and for  return of  unearned  bonus  payments.  On July 15,  1999,  the
         defendants   filed  a  response   denying  the  claims  and   asserting
         counterclaims  for  breach of  contract,  failure  to pay  compensation

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

                                                                              14
<PAGE>
         including  cash and stock.  Current  management  of the  Company is not
         fully aware of all of the facts in connection with the action,  and has
         not taken any steps to further  prosecute  the action since the date of
         the Merger.  Management  cannot  presently  predict the outcome of this
         action or the affect upon the  Company if the  outcome is  unfavorable,
         but has no reason to believe  that the outcome will be  unfavorable  to
         the Company or that an  unfavorable  outcome  would  result in material
         liability to the Company.

Item 2.  Changes in Securities and Use of Proceeds

         There have been no sales of any unregistered  instruments  defining the
         rights of the holders of Common Stock during the quarter.

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

Exhibits Description

27.1     Financial Data Schedule


Reports on Form 8-K
         None.






















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                                                                              15
<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 November 13, 2000.



                                 GOPUBLICNOW.COM



                                 By:       /s/ Bruce A. Berman
                                    --------------------------------
                                      Bruce A. Berman
                                      President, Chief Executive Officer




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






























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