UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                    ________________________________________

                                   FORM 10-QSB

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

    For the quarterly period ended September 30, 2002

                                       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, Suite 1950, Los Angeles, California 90067
       -------------------------------------------------------------------
           (Address of principal executive offices including zip code)


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


       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 17, 2002 was 16,152,897.

Transitional Small Business Disclosure Format (check one):

                  Yes             No  X
                     -----          -----

<PAGE>




                       GPN NETWORK, INC. AND SUBSIDIARIES
                       ----------------------------------


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



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

  Item 1.   Financial Statements:

            Consolidated Balance Sheet as of
            September 30, 2002 (unaudited)..................................3

            Consolidated Statements of Discontinued Operations
            for the Three months ended September 30, 2002 (unaudited)
            and 2001 (unaudited) and Nine months ended
            September 30, 2002 (unaudited) and 2001 (unaudited).............4

            Consolidated Statement of Cash Flows for the
            Nine months ended September 30, 2002 (unaudited)
            and September 30, 2001 (unaudited)..............................5

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

  Item 2.   Management's Discussion and Analysis of Financial
            Condition and Results of Operations.............................9

  Item 3.   Controls and Procedures

PART II.    OTHER INFORMATION

  Item 1.   Legal Proceedings..............................................17

  Item 2.   Changes in Securities and Use of Proceeds......................17

  Item 3.   Defaults Upon Senior Securities................................17

  Item 4.   Submission of Matters to a Vote of Securities Holders..........17

  Item 5.   Other Information..............................................17

  Item 6.   Exhibits and Reports on Form 8-K...............................17

            Signatures.....................................................18


                                       2
<PAGE>


                       GPN Network, Inc. and Subsidiaries
                           Consolidated Balance Sheet

                                                              September 30,
                                                                  2002
                                                              -------------
                                                               (unaudited)
                                     Assets
Current assets
   Cash and cash equivalents                                  $      1,363
                                                              -------------
      Total current assets                                           1,363

                                                              -------------
Total assets                                                  $      1,363
                                                              =============

                      Liabilities and Stockholders' Deficit
Current liabilities
   Accounts payable and accrued liabilities                   $    122,866
   Promissory note to shareholder                                   54,630
   Net liabilities of discontinued operations                      442,060
                                                              -------------

      Total current liabilities                                    619,556

   Note payable to affiliate                                        53,356
                                                              -------------

      Total liabilities                                            672,912

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                                    3,431,830
   Accumulated deficit                                          (4,119,532)
                                                              -------------
      Total stockholder's deficit                                 (671,549)

                                                              -------------
Total liabilities and stockholders' deficit                   $      1,363
                                                              =============

          See accompanying notes to consolidated financial statements.

                                       3
<PAGE>



                       GPN Network, Inc. and Subsidiaries
               Consolidated Statements of Discontinued Operations
<TABLE>
<S>                                        <C>               <C>               <C>               <C>


                                              For the Three     For the Three     For the Nine      For the Nine
                                              Months Ended      Months Ended      Months Ended      Months Ended
                                              September 30,     September 30,     September 30,     September 30,
                                                  2002              2001              2002              2001
                                             ---------------   ---------------   ---------------   ---------------
                                               (unaudited)       (unaudited)       (unaudited)       (unaudited)

Revenues                                     $          -      $          -      $          -      $          -

Operating expenses:
   Employee compensation
   Selling, general and
     administrative expenses                         48,913               -             169,727               -

                                             ---------------   ---------------   ---------------   ---------------
      Total operating expenses                       48,913               -             169,727               -

Operating loss                                      (48,913)              -            (169,727)              -

Other income (expense):
   Interest income (expense)                         (1,523)              -              (4,499)              -

                                             ---------------   ---------------   ---------------   ---------------
      Total other income (expense)                   (1,523)              -              (4,499)              -

   Loss from continuing operations                  (50,436)              -            (174,226)              -

   Provision for income taxes                           577               -               2,466               -

                                             ---------------   ---------------   ---------------   ---------------
   Net loss from continuing operations              (51,013)              -            (176,692)              -

   Discontinued operations:

    Loss from discontinued operations                   0            (294,123)              -          (1,590,597)

                                             ---------------   ---------------   ---------------   ---------------
    Net loss from discontinued operations               0            (294,123)              -          (1,590,597)

                                             ---------------   ---------------   ---------------   ---------------
Net loss                                     $      (51,013)   $     (294,123)   $     (176,692)   $   (1,590,597)
                                             ===============   ===============   ===============   ===============

Basic and diluted loss per common share
   from continuing operations                $       ( 0.00)              -      $        (0.01)              -
   from discontinued operations                         -               (0.02)              -               (0.15)
                                             ---------------   ---------------   ---------------   ---------------
       Total basic loss per share            $          -      $        (0.02)   $        (0.01)   $        (0.15)
                                             ===============   ===============   ===============   ===============
Basic and diluted weighted average
   common shares outstanding                     16,204,245        11,830,697        16,371,761        11,290,455
                                             ===============   ===============   ===============   ===============

</TABLE>

           See accompanying notes to consolidated financial statements


                                       4
<PAGE>


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


                                                              For the Nine      For the Nine
                                                              Months Ended      Months Ended
                                                              September 30,     September 30,
                                                                  2002              2001
                                                             ---------------   ---------------

(unaudited) (unaudited)

Cash flows from operating activities:
  Net loss from discontinued operations:                     $     (176,692)   $   (1,699,635)
    Adjustments to reconcile net loss from continuing
     operations to net cash used in operating activities:
      Estimated fair market value of vested                             -              26,576
       common stock granted to employees
      Amortization of prepaid consulting fees                           -               1,563
      Depreciation and amortization                                     -              89,808
      Impairment of purchased capitalized
       software and website                                             -             256,347
      Impairment of property and equipment                              -             147,705
      Write off of securities                                           -              39,374
    Changes in operating assets and liabilities:
      Accounts receivable                                               -              19,666
      Prepaid expenses                                                  -              (3,864)
      Other assets                                                      689            56,265
      Accounts payable and accrued expenses                         126,689            80,975
      Deferred revenues                                                 -             (32,128)
                                                             ---------------   ---------------
   Net cash provided by (used in)
     continuing operating activities                                (49,314)       (1,017,348)

   Net cash provided by (used in)
    discontinued operating activities                              (118,874)              -
                                                             ---------------   ---------------

        Total net cash provided by
          (used in) operating activities                           (168,188)       (1,017,348)

Cash flows from investing activities:
   Cash proceeds from sale of fixed assets                              -               9,825
                                                             ---------------   ---------------

   Net cash provided by investing activities                            -               9,825

Cash flows from financing activities:
   Principal payment of short term loan - shareholder               (15,000)              -
   Increase in short-term loan - shareholder                         40,500            85,000
   Proceeds from the sale of common stock,
    net of offering costs                                           138,776           149,338
                                                             ---------------   ---------------

   Net cash provided by financing activities                        164,276           234,338

Net increase (decrease) in cash                                      (3,912)         (773,185)

Cash at beginning of period                                           5,275           783,642

                                                             ---------------   ---------------
 Cash at end of period                                       $        1,363    $       10,457
                                                             ===============   ===============

</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  and  nine  months  ended  September  30,  2002  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, 2001.
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 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.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

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

The consolidated  financial  statements  include the accounts of the Company and
GoBizNow.com,  GoNow Securities, Inc., GPN Securities, Inc., and Dermedics, Inc.
GoBizNow.com  was an  operating  company,  whose  merger  into the  Company  was
completed as of June 30, 2001.  GoBizNow.com  was dissolved on June 13, 2002. On
March 26, 2002, the Company completed the sale of its inactive  subsidiary GoNow
Securities,  Inc. GPN Securities  Inc., and  Dermedics,  Inc. 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 $4,119,532 as of September  30, 2002 and  significant  net losses and
negative cash flows from  operations  for the twelve  months ended  December 31,
2001 and nine months ended  September 30, 2002.  These  factors,  along with the
Company's lack of an operational history, among other matters, raise substantial

                                       6
<PAGE>

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.

Lease Liability
---------------

At September  30, 2002,  the Company was in default of the terms of the lease of
its  corporate  headquarters.  The lease term ended March 31, 2002. At September
30, 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:
                                   For the Three Months   For the Nine Months
                                   Ended September 30     Ended September 30,
                                   --------------------   --------------------
                                     2002       2001         2002       2001
                                     ----       ----         ----       ----
Options outstanding under the
  Company's stock  option plans    632,125    672,050      632,125    672,050
Warrants issued in conjunction
  with the sale of common stock  4,722,244  2,222,244    4,722,244  2,222,244
Warrants issued to consultants
  for services rendered             20,125     20,125       20,125     20,125

NOTE 4  - CONTINGENCIES
-----------------------

The Company is not in  compliance  with the terms of its lease for its corporate
headquarters in Irvine,  California.  The Company's management is in discussions
with the landlord in an attempt to achieve an  agreement by which the  Company's
obligations  under  this  lease  will be  removed.  Management  believes  that a
settlement for less than the amount due under the remaining term of the lease is
probable,  though there can be no assurance that this will be the case. However,
the Company has accrued for the entire amount due for the term of the lease. The
Company is also in  discussions  with its trade  creditors in order to negotiate
payment  terms that are more  favorable  to the  Company.  The  outcome of these
actions  cannot be determined at this time,  therefore the full amounts of these
liabilities are included in the accompanying financial statements.


                                       7
<PAGE>


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 No. 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.  GPN  failed  to file a
responsive pleading to the action. Consequently,  on or about February 19, 2002,
Silver & Debosky  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 GPN
will be successful in its defense.

On October 9, 2001,  GPN filed a complaint  against Bruce A. Berman,  Jeffrey M.
Diamond and The Summit Real  Estate  Group,  Inc.  ("Summit")  in Orange  County
Superior  Court  (Case No.  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 January 23, 2002, GPN filed
a first amended complaint, naming an additional defendant,  Timothy C. Capps. In
July 2002, GPN reached  resolution of its disputes with its former officers.  In
connection  with  the   resolution,   GPN  received  a  waiver  of  all  claims,
indemnification  for claims by a former landlord related to back and future rent
for  premises  occupied  by GPN before  August  2001,  and the return of 525,000
shares of GPN's common stock which were subsequently  cancelled.  In return, GPN
waived all of its claims and paid $20,000,  and the complaint against Summit was
subsequently dismissed.

We occasionally  become involved in litigation arising from the normal course of
business.  Other than the foregoing,  we believe that any liability with respect
to pending legal  actions,  individually  or in the  aggregate,  will not have a
material  adverse  effect on our  business,  financial  condition and results of
operations.

NOTE 5 - STOCKHOLDERS' DEFICIT
------------------------------

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

The Company's certificate 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, 2002, no preferred shares have been designated or issued.

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

In January 2002, the Company  completed the sale of 2,500,000  units,  each unit
consisting  of two shares of Common  Stock and one five year Warrant to purchase
one share of Common Stock at $0.03 per share.  The price per unit was $0.06. The
total amount of the sale was $138,776, net of offering costs of $11,224.

On  July  30,  2002,  the  Company  filed a  registration  statement  (file  no.
333-97363) on Form SB-2 with the Securities and Exchange  Commission in order to
register  for sale  14,700,000  shares of  common  stock  held by the  Company's
majority  shareholder.  The Company  will  receive no proceeds  from the sale of
these shares.
                                       8
<PAGE>

NOTE 6 - RELATED PARTY TRANSACTION
----------------------------------

On November 14, 2002, the Company borrowed an additional $10,000 by its majority
shareholder.  The  amount  plus  interest  accrued  at the  rate of 6% is due on
demand.


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,  THIS FORM 10-QSB CONTAINS
FORWARD-LOOKING   STATEMENTS  WITHIN  THE  MEANING  OF  THE  PRIVATE  SECURITIES
LITIGATION   REFORM  ACT  OF  1995  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,  THE COMPANY'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, THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE ANY
FORWARD-LOOKING STATEMENT, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS
OR OTHERWISE.  RISKS AND  UNCERTAINTIES  THAT COULD AFFECT THE COMPANY'S  ACTUAL
RESULTS  AND  COULD  CAUSE  SUCH  RESULTS  TO  DIFFER   MATERIALLY   FROM  THOSE
FORWARD-LOOKING  STATEMENTS MADE BY OR ON BEHALF OF THE COMPANY ARE SET FORTH IN
"RISK FACTORS" AND ELSEWHERE IN THIS REPORT.


                                       9
<PAGE>


Overview
--------

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,  the Company 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
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 financial  statements  and notes thereto for the three and nine months ended
September 30, 2002 and 2001 are presented in accordance with APB Opinion No. 30,
"Reporting  the Results of  Operations - Reporting  the Effects of Disposal of a
Segment of a Business,  and Extraordinary,  Unusual, and Infrequently  Occurring
Events  and  Transactions"   ("APB  No.  30").  Pursuant  to  APB  No.  30,  the
Consolidated  Statements of Operations for the periods ended  September 30, 2002
and 2001 reflect the loss from  discontinued  operations  as a single line item.
The  discussion  below is based upon the detail  line items of the  consolidated
statements of operations, and not upon this summary presentation.


                                       10
<PAGE>


RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO  THREE
--------------------------------------------------------------------------------
MONTHS  ENDED SEPTEMBER 30, 2001
--------------------------------

Revenue
-------

Because the Company  discontinued  its only revenue  producing  activity  during
2001,  there is no revenue from  continuing  operating  activities  shown on the
consolidated  statement of operations for the period ending  September 30, 2002.
During the three months ended  September  30, 2001,  the Company  recognized  no
revenue.

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

There was no employee  compensation from continuing  operations during the three
months ended  September 30, 2002.  During the three months ending  September 30,
2001, there was $10,084 of employee  compensation  which consisted  primarily of
officer and employee salaries.

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

Selling,  general, and administrative  expenses from continuing  operations were
$48,913 for the three months ended  September  30, 2002,  which is a decrease of
82% from selling,  general and administrative expenses of $169,727 for the three
months ended  September 30, 2001. The primary  components of this amount for the
three  months  ended  September  30, 2002 were legal and  accounting  fees.  The
decrease was caused by decreased depreciation,  amortization, rent, advertising,
and  internet  fees  due  to  the  Company's  discontinuation  of  its  business
activities.

Net Interest Income and (Expense)
--------------------------------

Net interest income  (expense) for the three months ended September 30, 2002 was
($1,523). Net interest income (expense) for the three months ended September 30,
2001 was $46. The net difference of $1,569 is due to lower cash balances  during
2002 and an increase in interest bearing debt.

Net Loss
--------

For the  reasons  stated  above,  the  Company had a net loss of $51,013 for the
three months ended September 30, 2002 which is an 83% decrease from the net loss
of $294,123 for the three months ended September 30, 2001.

RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO  NINE
------------------------------------------------------------------------------
MONTHS  ENDED SEPTEMBER 30, 2001
--------------------------------

Revenue
-------

Because the Company  discontinued  its only revenue  producing  activity  during
2001,  there is no revenue from  continuing  operating  activities  shown on the
consolidated  statement of operations for the period ending  September 30, 2002.
During the nine months ended September 30, 2001, the Company  recognized revenue
of $2,587, consisting primarily of listing fees.

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

There was no employee  compensation  from continuing  operations during the nine
months ended  September 30, 2002.  During the nine months  ending  September 30,
2001, there was $474,549 of employee  compensation which consisted  primarily of
officer and employee salaries.


                                       11
<PAGE>

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

Selling,  general, and administrative  expenses from continuing  operations were
$48,913 for the nine months ended September 30, 2002, which is a decrease of 79%
from  selling,  general and  administrative  expenses  of $806,935  for the nine
months ended  September 30, 2001. The primary  components of this amount for the
nine  months  ended  September  30,  2002 were legal and  accounting  fees.  The
decrease was caused by decreased depreciation,  amortization, rent, advertising,
and  internet  fees  due  to  the  Company's  discontinuation  of  its  business
activities.

Net Interest Income and (Expense)
---------------------------------

Net interest  income  (expense) for the nine months ended September 30, 2002 was
($4,499).  Net interest income (expense) for the nine months ended September 30,
2001 was  $4,404.  The net  difference  of $8,903 is due to lower cash  balances
during 2002 and an increase in interest bearing debt.

Net Loss
--------

For the reasons  stated  above,  the Company had a net loss of $176,692  for the
nine months ended  September  30, 2002 which is a 90% decrease from the net loss
of $1,699,635 for the nine months ended September 30, 2001.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

At September 30, 2002,  the Company had $1,363 in current  assets,  all of which
was  cash.  Also at  September  30,  2002,  current  liabilities  were  $619,556
resulting in negative working capital of $618,193.  During the nine months ended
September  30,  2002,  the  Company  used  cash  in its  discontinued  operating
activities of $118,874 and in its  continuing  operating  activities of $49,314.
During the nine  months  ended  September  30,  2002,  the  Company had net cash
provided by financing activities of $164,276.

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.

RISK FACTORS

In addition to the other information in this Form 10-QSB,  the following factors
should be considered in evaluating us and our business. Because we are currently
inactive  and have no  business  plan,  industry  specific  business  risks  and
uncertainties cannot be ascertained.

                     RISKS RELATED TO OUR FINANCIAL RESULTS

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

Our independent  certified public  accountants have stated in their report dated
March 4,  2002,  on our  consolidated  financial  statements  for the year ended
December 31, 2001 that we have incurred  significant  losses from operations and
significant negative cash flows from operations, have an accumulated deficit and
a lack of operations history,  among other matters, that raise substantial doubt
about our ability to continue  as a going  concern.  We hope to continue to fund

                                       12
<PAGE>

operations  through  additional debt and equity financing  arrangements which we
believe may be insufficient to fund our capital  expenditures,  working capital,
and other cash  requirements  for the fiscal  year  ending  December  31,  2002.
Therefore,  we may be required to seek additional funds to finance our long term
operations.  The successful outcome of future activities cannot be determined at
this time and there are no assurances that if achieved,  we will have sufficient
funds to execute  our  intended  business  plan or generate  positive  operation
results.

WE HAVE A LIMITED  OPERATING  HISTORY,  WE CURRENTLY DO NOT HAVE A BUSINESS PLAN
AND WE MAY NEVER BE PROFITABLE.

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

                          RISKS RELATED TO OUR BUSINESS

WE HAVE NO INCOME-PRODUCING OPERATIONS OR ASSETS, WHICH, AS A RESULT, WILL CAUSE
A CONTINUING DEPLETION OF OUR ASSETS.

We presently have no income-producing  operations or assets. Unless we develop a
business plan that results in income-producing operations or assets, or we enter
into a business  combination or  acquisition of assets  resulting in operational
income, our assets will continue to be depleted.

THERE IS NO ASSURANCE THAT WE WILL BE ABLE TO ENTER INTO A BUSINESS  COMBINATION
OR ASSET ACQUISITION.

We are in preliminary  negotiations  with respect to the acquisition of a record
label company.  However, no plan of merger or other agreement has been executed,
and unless we are able to enter into such an agreement,  we will have to acquire
additional  capital to maintain  our  operations.  Even if we were to enter into
such 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 WE WILL BE ABLE  TO  OBTAIN  ADDITIONAL  FUNDS  TO
MAINTAIN OUR OPERATIONS.

To date,  we have not  generated  significant  revenue and we have  limited cash
liquidity and capital  resources.  We do not offer any products or services from
which we can derive  revenue.  We currently do not have a business  plan for our
operations.  Our future  capital  requirements  will depend,  in the  near-term,
completely on obtaining  additional  debt or equity funding from new or existing
investors,   which  we  believe  may  be   insufficient   to  fund  our  capital
expenditures,  working capital and other cash  requirements  for the fiscal year
ending December 31, 2002. Any equity  financings would result in dilution to our
then-existing stockholders.  Furthermore, the possible sale of restricted shares
issued and outstanding may, in the future, dilute the percentage of free-trading
shares held by a stockholder  or subsequent  purchaser of our  securities in the
market,  and may  have a  depressive  effect  on the  price  of our  securities.
Further, such sales, if substantial,  might also adversely affect our ability to
raise  additional  equity  capital in the future.  Sources of debt financing may
result in higher interest expense. Any financing, if available,  may be on terms
unfavorable to us.

In  connection  with our  preliminary  negotiations  to merge  with or acquire a
record  label  company,  we are also in  discussions  to enter into an agreement
where we would  acquire  additional  capital  needed to continue our  existence.

                                       13
<PAGE>

However,  no such  agreement has been  executed,  and there is no assurance that
these fund raising  efforts will be successful and on terms favorable to us. The
successful  outcome  of  these  preliminary  negotiations  or any  other  future
activities  cannot be determined at this time, and there are no assurances that,
if any can be achieved, we 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.

RISKS OF UNKNOWN LIABILITIES AS A RESULT OF REVERSE MERGER

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

CONTROL BY OFFICER, DIRECTOR, AND MAJORITY STOCKHOLDER

We are  controlled  by  Todd M.  Ficeto,  who  beneficially  owns  78.8%  of our
outstanding  common stock. Mr. Ficeto serves as our only officer and sole member
of the board of directors.  As a result,  Mr. Ficeto is able to elect a majority
of our board of directors, to dissolve, merge, or sell our assets, and to direct
and control our operations, policies, and business decisions.

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

The sale or the proposed sale of substantial  amounts of our common stock in the
public market could  materially  adversely affect the market price of our common
stock or other outstanding securities. As of September 30, 2002, Todd M. Ficeto,
our sole officer and director,  beneficially  owned 12,200,000  shares of common
stock and warrants for the purchase of an additional  2,500,000 shares. Of these
shares,  we have  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  our  common  stock  or  other
outstanding securities.

THE COST OF MAINTAINING THE REGISTRATION OF OUR STOCK UNDER SECTION 12(G) OF THE
SECURITIES  EXCHANGE  ACT OF 1934 WILL  CONTINUE  TO DEPLETE  OUR  OVERHEAD  AND
ASSETS.

The  cost  of  complying  with  the  reporting   requirements   created  by  the
registration  of our 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  our
administrative overhead and accelerate the depletion of our assets.

THE  REGISTRATION OF ADDITIONAL  SHARES OF COMMON STOCK UNDER THE SECURITIES ACT
OF 1933 WILL CAUSE FURTHER LOSSES.

In January 2002, we entered into an Investor Rights  Agreement  granting Todd M.
Ficeto, our sole officer and director,  certain registration rights with respect
to  5,000,000  shares  of  common  stock and  2,500,000  shares of common  stock
underlying  warrants.  We expect  that the legal,  accounting,  and other  costs
associated  with the  registration of those shares will be substantial and cause
further losses.

                        RISKS RELATED TO OUR COMMON STOCK

THE MARKET PRICE FOR OUR COMMON STOCK MAY CONTINUE TO BE VOLATILE.

The market price for our common  stock  reached a high of $3.50 per share during
the first quarter of 2001 and a low of $0.02 per share during the fourth quarter

                                       14
<PAGE>

of 2001. In addition,  our common stock has experienced volume  fluctuations and
periods of infrequent trading. These market fluctuations have adversely affected
and may continue to adversely affect the market price of our common stock. If we
are unable to develop a business plan, the market price and volume of our common
stock may also be materially adversely affected and we may experience difficulty
in raising capital.

THERE IS NO ASSURANCE OF AN ESTABLISHED PUBLIC TRADING MARKET.

Although  our 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 that 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 our common stock is not included on the OTC Bulletin Board and
do 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.

OUR COMMON STOCK IS CONSIDERED A "PENNY STOCK."

Our common stock is  considered  to be a "penny  stock"  because it meets one or
more of the definitions in Rules 15g-2 through 15g-6  promulgated  under Section
15(g) of the Securities Exchange Act of 1934, as amended.  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 our  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

                                       15
<PAGE>

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 our common  stock to resell  their shares to third
parties or to otherwise dispose of them in the market or otherwise.

         SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS AND REPORTS PREPARED

This Form 10-QSB contains  forward-looking  statements within the meaning of the
Private  Securities  Litigation  Reform Act of 1995,  including  statements with
regards  to  our  revenues,  earning,  spending,  margins,  cash  flow,  orders,
inventory, products, actions, plans, strategies and objectives.  Forward-looking
statements  include,  without  limitation,   any  statement  that  may  predict,
forecast, indicate or simply state future results,  performance or achievements,
and  may  contain  the  words  "believe,"  "anticipate,"  "expect,"  "estimate,"
"intend,"  "plan,"  "project,"  "will be," "will  continue,"  "will,"  "result,"
"could," "may," "might," or any variations of such words with similar  meanings.
Any such statements are subject to risks and uncertainties  that would cause our
actual results to differ  materially from those which are  management's  current
expectations  or forecasts.  Such  information  is subject to the risk that such
expectations  or forecasts,  or the  assumptions  underlying  such exceptions or
forecasts,  become  inaccurate.  In addition,  the risks  included  here are not
exhaustive.  Other sections of this report may include  additional  factors that
could  adversely  impact our business and financial  performance.  Moreover,  we
operate in a very competitive and rapidly changing environment. New risk factors
emerge from time to time and we cannot predict all such risk factors, nor can we
assess the  impact of all such risk  factors  on our  business  or the extent to
which any factor, or combination of factors,  may cause actual results to differ
materially from those contained in any forward-looking  statements.  Given these
risks  and   uncertainties,   investors  should  not  place  undue  reliance  on
forward-looking  statements as a prediction of actual results.  Investors should
also be aware that while we do, from time to time,  communicate  with securities
analysts,  we do not  disclose  any  material  non-public  information  or other
confidential commercial information to them. Accordingly, individuals should not
assume  that we agree  with any  statement  or  report  issued  by any  analyst,
regardless of the content of the report. Thus, to the extent that reports issued
by securities  analysts  contain any  projections,  forecasts or opinions,  such
reports are not our responsibility.

ITEM 3.  CONTROLS AND PROCEDURES.

(a) Evaluation of disclosure controls and procedures

The term  "disclosure  controls  and  procedures"  refers  to the  controls  and
procedures of a company that are designed to ensure that information required to
be  disclosed  by a company in the reports  that it files  under the  Securities
Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and
reported  within  required  time  periods.  Within 90 days  prior to the date of
filing of this  report (the  "Evaluation  Date"),  we carried out an  evaluation
under the supervision and with the  participation of our Chief Executive Officer
and Chief Financial Officer of the effectiveness of our disclosure  controls and
procedures.  Based on that  evaluation,  our Chief  Executive  Officer and Chief
Financial  Officer have concluded that, as of the Evaluation Date, such controls
and  procedures  were  effective in ensuring that required  information  will be
disclosed  on a timely basis in our  periodic  reports  filed under the Exchange
Act.

(b) Changes in internal controls

There were no significant  changes to our internal  controls or in other factors
that  could  significantly  affect  our  internal  controls  subsequent  to  the
Evaluation Date.


                                       16
<PAGE>

                           PART II - OTHER INFORMATION

                       GPN NETWORK, INC. AND SUBSIDIARIES

Item 1.  Legal Proceedings

The  following  is an update of the reports  (previously  included in a Form 8-K
dated  April 29,  2002 and the Form  10-QSB's  dated May 15, 2002 and August 14,
2002) of recent  developments in one previously  reported legal  proceeding that
should be read in conjunction with Item 3, Legal  Proceedings,  in the Company's
annual report on Form 10-KSB for the fiscal year ended December 31, 2001.

On October 9, 2001,  GPN filed a complaint  against Bruce A. Berman,  Jeffrey M.
Diamond and The Summit Real  Estate  Group,  Inc.  ("Summit")  in Orange  County
Superior  Court  (Case No.  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 January 23, 2002, GPN filed
a first amended complaint, naming an additional defendant,  Timothy C. Capps. In
July 2002, GPN reached  resolution of its disputes with its former officers.  In
connection  with  the   resolution,   GPN  received  a  waiver  of  all  claims,
indemnification  for claims by a former landlord related to back and future rent
for  premises  occupied  by GPN before  August  2001,  and the return of 525,000
shares of GPN's common stock which were subsequently  cancelled.  In return, GPN
waived all of its claims and paid $20,000,  and the complaint against Summit was
subsequently dismissed.

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

a. Exhibits
   --------

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

b. Reports on Form 8-K
   -------------------
       The  Company  filed a current  report on Form 8-K,  dated July 16,  2002,
reporting under Item 5.

                                       17
<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 19, 2002.



                                GPN Network, Inc.



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


                                       18
<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: November 19, 2002
                               /s/ TODD M. FICETO
                               -------------------
                               Todd M. Ficeto
                               Chief Executive Officer


                                       19
<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: November 19, 2002



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


                                       20
<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 September 30, 2002 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)
    November 19, 2002