FORM 10-QSB

                                      SECURITIES AND EXCHANGE COMMISSION
                                            WASHINGTON, D. C. 20549

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

<TABLE>
<S>      <C>
(X)      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         For the quarterly period ended  September 30, 2001

                                                    or

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

         For the transition period from ___________  to  _____________

Commission File Number: 033-05384


                                               GPN NETWORK, INC.
                                               -----------------
                            (Exact name of Registrant as specified in its charter)


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


1901 AVENUE OF THE STARS, STE. 1500, LOS ANGELES, CALIFORNIA                                   90067
------------------------------------------------------------------------------------------------------------
       (Address of principal executive offices)                                              Zip Code


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


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


      Indicate by check mark whether  Registrant (1) has filed all reports  required to be filed by Section 13
or 15(d) of the Securities  Exchange Act of 1934 during the preceding twelve months or for such shorter period
that the  Registrant was required to file such reports,  and (2) has been subject to such filing  requirements
for the past 90 days.

                  Yes       X                                                           No________
                     --------------

      The number of shares outstanding of Registrant's common stock as of November 10, 2001 was 11,830,697.

</TABLE>

<PAGE>



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

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




PART I.           FINANCIAL INFORMATION

     Item 1.      Financial Statements:

                  Consolidated Balance Sheets as of September 30, 2001
                  (unaudited) and December 31,  2000.......................... 3

                  Consolidated Statements of Operations  for the Three
                  and Nine months ended September 30, 2001 (unaudited)
                  and September 30, 2000  (unaudited)......................... 4

                  Consolidated Statement of Cash Flows for the Nine
                  months ended September 30, 2001 (unaudited) and
                  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..............11

PART II.          OTHER INFORMATION

     Item 1.      Legal proceedings...........................................15

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

     Item 3.      Defaults Upon Senior Securities.............................16

     Item 4.      Submission of Matters to a Vote of Securities Holders.......16

     Item 5.      Other Information...........................................16
 .
     Item 6.      Exhibits and Reports on Form 8-K............................16

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

<PAGE>



ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
               GPN Network, Inc. and Subsidiaries
                   Consolidated Balance Sheets

                                                                        September 30,          December 31,
                                                                             2001                  2000
                                                                         (unaudited)
                                                                       -----------------     -----------------
<S>                                                                <C>                    <C>
                             Assets
Current assets
   Cash and cash equivalents                                       $             10,457   $           783,642
   Marketable equity securities                                                       0                39,374
   Accounts receivable                                                                0                19,666
   Prepaid expenses                                                               3,864                     0
                                                                       -----------------     -----------------
      Total Current Assets                                                       14,321               842,682

Property and equipment, net of accumulated depreciation
   and impairment reserve of $466,313 and $93,017 at
   September 30, 2001 and December 31, 2000, respectively                         5,000               404,671


Capitalized web site development cost, net of accumulated
   amortization and impairment reserve of $140,664 and $36,651                        0               104,013
   at September 30, 2001 and December 31, 2000 respectively

Other Assets                                                                     58,333               114,598

                                                                       -----------------     -----------------
                                                                   $             77,654   $         1,465,964
                                                                       =================     =================

         Liabilities and Stockholders' Equity (Deficit)
Current Liabilities
   Accounts payable and accrued expenses                           $            316,975   $           236,001

Other liabilities                                                               150,000               150,000
Promissory note due to officer                                                   85,000
Deferred revenue                                                                      0                32,128
                                                                       -----------------     -----------------

      Total liabilities                                                         551,975               418,129

Minority interest                                                                     0               429,450

Commitments and Contingencies

Stockholders' equity
   Preferred stock, 0.001 par value:
      10,000,000 shares authorized, no shares outstanding                             0                     0
   Common stock, $0.001 par value; 50,000,000 shares
      authorized, 11,830,697 (including 1,207,500 committed shares) and
      10,517,447 shares issued and outstanding, at September 30, 2001
      and December 31, 2000, respectively                                        11,830                10,517
   Additional paid-in capital                                                 3,273,953             2,675,107
   Deferred compensation                                                              0                (6,770)
   Accumulated deficit                                                       (3,760,104)           (2,060,469)

                                                                       -----------------     -----------------
      Total stockholder's equity (deficit)                                     (474,321)              618,385

                                                                       -----------------     -----------------
                                                                   $             77,654   $         1,465,964
                                                                       =================     =================

           See accompanying notes to consolidated financial statements
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                                         GPN Network, Inc. and Subsidiaries
                                       Consolidated Statements of Operations

                                                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,
                                                    2001                 2000                2001                2000
                                                 (unaudited)         (unaudited)         (unaudited)          (unaudited)
                                               ----------------     -----------------  -------------------  ----------------
<S>                                          <C>                          <C>                <C>                 <C>


Revenues                                     $               0             138,932                2,587             138,932

Operating expenses:
   Employee compensation                                10,084             358,199              474,549             827,813
   Selling, general and administrative expenses        267,910             263,445              806,935             835,134

                                               ----------------     -----------------  -------------------  ----------------
      Total operating expenses                         277,994             621,644            1,281,484           1,662,947

Operating loss                                        (277,994)           (482,712)          (1,278,897)         (1,524,015)

Other income (expense):
   Interest income                                          46              18,343                4,404              51,166
   Loss on marketable securities                             0                   0              (39,374)                  0
   Loss on impairment of long-lived assets             (16,175)                  0             (404,052)                  0
   Other income (expense)                                    0                   0               20,684                   0

                                               ----------------     -----------------  -------------------  ----------------
      Total other income (expense)                     (16,129)             18,343             (418,338)             51,166

Loss before provision for taxes                       (294,123)           (464,369)          (1,697,235)         (1,472,849)

Provision for taxes                                          0                   0                2,400               1,600

                                               ----------------     ---------------    -----------------    ----------------
Net loss                                     $        (294,123)  $        (464,369)  $       (1,699,635)  $      (1,474,449)

Other comprehensive income - unrealized loss on              0             (70,863)                   0            (116,148)
   marketable equity securities, net of tax of $0

                                               ----------------     ---------------    -----------------    ----------------
Comprehensive loss                           $        (294,123)  $        (535,232)  $       (1,699,635)  $      (1,590,597)
                                               ================     ===============    =================    ================

Basic and diluted net loss available to
   common shareholder per common share       $           (0.02)              (0.04)               (0.15)              (0.14)
                                               ================     =================  ===================  ================

Basic and diluted weighted average
   common shares outstanding                        11,830,697          10,776,174           11,290,455          10,295,014
                                               ================     =================  ===================  ================

</TABLE>

          See accompanying notes to consolidated financial statements

<PAGE>

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

                                                                               For the Nine         For the Nine
                                                                               Months Ended         Months Ended
                                                                              September 30,        September 30,
                                                                                   2001                 2000
                                                                               (unaudited)          (unaudited)
                                                                             -----------------   -------------------
<S>                                                                        <C>                           <C>
Cash flows from operating activities:
   Net loss                                                                $       (1,699,635)           (1,474,449)
   Estimated fair market value of vested common stock granted to employees             26,576                37,751
   Estimated fair market value of warrants granted to consultants                           0                12,990
   Amortization of prepaid consulting fees                                              1,563                     0
   Adjustments to reconcile net loss to net cash used in operating activities
      Depreciation and amortization                                                    89,808                72,552
      Impairment of purchased capitalized software and website                        256,347                     0
      Impairment of property and equipment                                            147,705                12,000
      Write off of securities                                                          39,374                     0
      Changes in operating assets and liabilities:
         Accounts receivable                                                           19,666               (63,788)
         Prepaid expenses                                                              (3,864)                    0
         Other assets                                                                  56,265               (18,609)
         Accounts payable and accrued expenses                                         80,975                59,731
         Deferred revenues                                                            (32,128)              (12,666)

                                                                             -----------------   -------------------
   Net cash (used in) operating activities                                         (1,017,348)           (1,374,488)
                                                                             -----------------   -------------------

Cash flows from investment activities:
   Cash paid in connection with the DMRX acquisition                                        0              (300,000)
   Purchase of property and equipment                                                       0              (296,328)
   Costs incurred to develop web site                                                       0               (97,736)
   Cash proceeds from sale of fixed assets                                              9,825

                                                                             -----------------   -------------------
   Net cash provided by (used in) investing activities                                  9,825              (694,064)
                                                                             -----------------   -------------------

Cash flows from financing activities:
   Proceeds from officer advance                                                       85,000                     0
   Payments for stock buyback                                                               0              (300,000)
   Founders' capital contribution                                                           0                   500
   Proceedsd from the sale of subsidiary common stock, net of offering costs                0               429,450
   Proceeds from the sale of common stock, net of offering costs                      149,338             3,225,270

                                                                             -----------------   -------------------
   Net cash provided by financing activities                                          234,338             3,355,220
                                                                             -----------------   -------------------

Net (decrease) increase in cash                                                      (773,185)            1,286,668

Cash at beginning of period                                                           783,642                     0

                                                                             -----------------   -------------------
Cash at end of period                                                      $           10,457  $          1,286,668
                                                                             =================   ===================

Supplemental disclosure of cash flow information
   Cash paid during the period for:
      Interest                                                             $                0  $                  0
                                                                             =================   ===================
      Income Taxes                                                         $                0  $                  0
                                                                             =================   ===================




              See accompanying notes to consolidated financial statements for further discussions and
                                  noncash investing and financing activities
</TABLE>

<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 months and nine months ended  September  30, 2001 and 2000 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, 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.  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.

In May 2001, the Company began looking for appropriate merger partners as it has
been unable to continue to raise sufficient capital or obtain other financing on
terms acceptable to management.  In August 2001,  control of the Company changed
in anticipation of the Company's adopting a new business plan (see Note 8).

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.

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  is an  operating  company,  whose  merger  into  the  Company  was
completed as of June 30, 2001. GoNow Securities,  GPN Securities, and Dermedics,
Inc. are in the development  stage.  All significant  intercompany  balances and
transactions have been eliminated in consolidation.

Going Concern
-------------

The accompanying  consolidated  financial statements have been prepared assuming
the Company will continue as a going concern,  which  contemplates,  among other
things,  the realization of assets and satisfaction of liabilities in the normal
course of business.  The Company has incurred significant losses from operations
and  significant  negative  cash flows from  operations  for the  periods  ended
<PAGE>

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


September 30, 2001 and December 31, 2000, an  accumulated  deficit of $3,760,104
and  $2,060,469 at September 30, 2001 and December 31, 2000,  respectively,  and
has a lack of operational history,  among other matters,  that raise substantial
doubt  about its  ability to  continue  as a going  concern.  As a result of the
change of the control of the  Company in August,  2001 (see Note 8), the Company
hopes to generate  revenues from new revenue  sources and increase  margins as a
result of new  contracts  and other cost  cutting  measures.  In the  absence of
significant revenue and profits,  the Company intends to fund operations through
additional debt and equity financing  arrangements which management believes may
be insufficient to fund its capital  expenditures,  working  capital,  and other
cash requirements for the fiscal year ending December 31, 2001.  Therefore,  the
Company  may be  required  to seek  additional  funds to  finance  its long 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.


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 $294,123 for the three months and  $1,699,635  for the
nine months ended  September 30, 2001.  The Company's  cash balance at September
30,  2001  was  $10,457.  There is  substantial  doubt  as to  whether  revenues
projected to be generated from new business as a result of the change in control
of the Company 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 three months and nine months ended  September  30, 2001,  the
Company  recorded  no  deferred  revenue  based upon the  receipt of  marketable
securities. Pursuant to the Statement 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,  unless the loss is determined  to be  permanent,  at which time the
loss will be recorded in the statement of operations.  As of September 30, 2001,
the  Company  determined  the fair  market  value of the  underlying  marketable
securities  to be $0,  resulting  in a  permanent  loss of $39,374  for the nine
months  ended  September  30,  2001,  which the  Company  recorded  as a loss on
marketable securities in the accompanying statements of operations.

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

In March 2000,  the Emerging  Issues Task Force reached a consensus on Issue No.
00-2,  "ACCOUNTING FOR WEB SITE  DEVELOPMENT  COSTS" ("EITF 00-2").  Pursuant to
EITF 00-2,  the  Company  had  capitalized  approximately  $140,000  of web site
development  costs through September 30, 2001. The Company began amortizing this
website in April 2000.  During the three months and nine months ended  September
30, 2001,  the Company has recognized  amortization  expenses of $0 and $35,166,
respectively.  See  below for  impairment  loss  recognized  on  intangibles  at
September 30, 2001.
<PAGE>




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

Impairment of Long-lived Assets
-------------------------------

The Company evaluates the recoverability of long-lived assets in accordance with
SFAS No.  121,  "ACCOUNTING  FOR THE  IMPAIRMENT  OF  LONG-LIVED  ASSETS AND FOR
LONG-LIVED  ASSETS TO BE  DISPOSED  OF." SFAS No. 121  requires  recognition  of
impairment of  long-lived  assets in the event the net book value of such assets
exceeds the future undiscounted cash flows attributable to such assets.

At  September  30,  2001 the  Company  has  determined  that  there  has been an
impairment  of its website and of a portion of its property and equipment due to
the  impending  change in business  direction  of the Company as a result of the
change in control  (see Note 8). As a result,  the  Company  has written off the
unamortized  balance of  $256,347  of its  websites  and  purchased  capitalized
software and $147,705 of its property and equipment as a loss on impaired assets
in the accompanying statements of operations.

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

At September  30, 2001,  the Company was in default of the terms of the lease of
its corporate headquarters. The lease term ends March 31, 2002. At September 30,
2001,  the  remaining  amount  due under the term of the lease has been  accrued
under  accounts  payable and  accrued  expenses  in the  accompanying  financial
statements.

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
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.

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 adoption of SAB 101 did not have a material impact on the
Company's financial position and results of operations.

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 (no shares were dilutive at September  30, 2001 and 2000).  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.
<PAGE>

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

Accounting for Certain Stock Transactions Involving 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.

Accounting for Derivative Investments and Hedging Activities
------------------------------------------------------------

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 adoption
of this  standard  did not have a material  impact on the  Company's  results of
operations,  financial position or cash flows as it currently does not engage in
any derivative or hedging activities.

Accounting for Business Combinations
------------------------------------

In July 2001, FASB issued  Statement of Financial  Accounting  Standards No. 141
("SFAS  141"),   "BUSINESS   COMBINATIONS,"  which  is  effective  for  business
combinations  initiated after June 30, 2001. SFAS No. 141 eliminates the pooling
of interests  method of accounting for business  combinations  and requires that
all business  combinations  occurring on or after July 1, 2001 are accounted for
under the  purchase  method.  The  Company  does not  expect  SFAS 141 to have a
material impact on its financial statements.

Accounting for Goodwill and Other Intangible Assets
---------------------------------------------------

In July 2001, the FASB issued  Statement of Financial  Accounting  Standards No.
142 ("SFAS 142"), "GOODWILL AND OTHER INTANGIBLE ASSETS," which is effective for
fiscal years  beginning  after March 15, 2001. SFAS 142 addresses how intangible
assets that are acquired  individually or with a group of other assets should be
accounted for in the financial  statements upon their acquisition and after they
have been initially  recognized in the financial  statements.  SFAS 142 requires
that goodwill and  intangible  assets that have  indefinite  useful lives not be
amortized but rather be tested at least annually for impairment,  and intangible
assets that have finite useful lives be amortized over their useful lives.  SFAS
142 provides  specific  guidance for testing goodwill and intangible assets that
will  not be  amortized  for  impairment.  In  addition,  SFAS 142  expands  the
disclosure  requirements about goodwill and other intangible assets in the years
subsequent   to  their   acquisition.   Impairment   losses  for   goodwill  and
indefinite-life  intangible assets that arise due to the initial  application of
SFAS 142 are to be reported as resulting from a change in accounting  principle.
However,  goodwill and  intangible  assets  acquired after June 30, 2001 will be
subject  immediately  to the provisions of SFAS 142. The Company does not expect
SFAS 142 to have a material effect on its financial statements.
<PAGE>



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

Accounting for Asset Retirement Obligations
-------------------------------------------

In July 2001, the FASB issued  Statement of Financial  Accounting  Standards No.
143  ("SFAS  143"),  "ACCOUNTING  FOR ASSET  RETIREMENT  OBLIGATIONS."  SFAS 143
addresses financial accounting and reporting for obligations associated with the
retirement of intangible  long-lived  assets and the associated asset retirement
costs and is effective  for fiscal  years  beginning  after June3 15, 2002.  The
Company  does not  expect  SFAS 143 to have a material  impact on its  financial
statements.

Accounting for the Impairment or Disposal of Long-lived Assets
--------------------------------------------------------------

In August 2001, the FASB issued Statement of Financial  Accounting Standards No.
144 ("SFAS  144"),  "ACCOUNTING  FOR THE  IMPAIRMENT  OR DISPOSAL OF  LONG-LIVED
ASSETS."  SFAS  144  addresses  financial   accounting  and  reporting  for  the
impairment of long-lived assets and for long-lived assets to be disposed of. The
provisions of SFAS 144 are effective for financial  statements issued for fiscal
years beginning after December 15, 2001, and interim periods within these fiscal
years, with early adoption  encouraged.  The Company does not expect SFAS 144 to
have a material impact on its financial statements.

NOTE 3 - OTHER ASSETS
---------------------

At September 30, 2001,  Other Assets  consists of the cost of acquisition of the
Company's broker-dealer subsidiary GoNow Securities.

NOTE 4  - 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, which is recorded as other
liabilities  in the  accompanying  balance  sheet.  The  software is for website
development;  as  a  result  the  Company  capitalized  the  software  licensing
agreement under Property and Equipment. The Company is currently in negotiations
to return the software,  and during the nine months ended September 30, 2001 the
Company has determined that there has been an impairment of the related software
due to  lack of  revenue  and as a  result,  the  Company  has  written  off the
unamortized balance of $187,500 as a loss on impaired assets in the accompanying
statements of operations.

NOTE 5 - 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, 2001, no preferred shares have been designated or issued.

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

In January and February 2001, the Company made a limited offer to the holders of
the $7.50 and $10.00  warrants  to exercise  these  warrants in units (each unit
consisting of one warrant  exercisable for $7.50 and one warrant exercisable for
$10.00) at $1.00 per unit in  exchange  for one share of common  stock,  one new
warrant  exercisable  for $2.50 per share,  and one new warrant  exercisable for
$5.00 per share. The Company sold 163,500 warrant units for a total of $ 149,338
net of offering costs of $14,162.
<PAGE>

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

In February 2001, the Company issued a Private  Placement  Memorandum (the "2001
PPM") for a total maximum offering of $3,500,000.  The offering is for a maximum
of 2,800,000  units,  each unit  consisting of one share of common stock and one
warrant to purchase one additional share of common stock for $2.50 per share. As
of September 30, 2001, no units have yet been sold.

On March  27,  2001,  the  Company  issued  17,250  shares  of  common  stock to
employees.  The Company recorded non-cash compensation expense of $26,576, based
on the fair market value of the stock on the date of grant.

On May 1, 2001, the Company  completed the acquisition of the minority  interest
in  its  subsidiary  company  GoBizNow.com  whereby  1.4  common  shares  of the
Company's  common stock were exchanged for every 1 share of GoBizNow.com  common
stock  issued  and  outstanding.  Pursuant  to  this  transaction,  the  Company
committed to issue 1,207,500  shares of its common stock to the  shareholders of
GoBizNow.com  valued at $429,450.  The Company (under its new  management) is in
negotiations to reduce the number of shares to be issued to certain officers and
employees holding 795,900 of GoBizNow.com shares, but there is no assurance that
the Company will be successful in these negotiations and has therefore reflected
the outstanding  common shares at September 30, 2001 as if all 1,207,500  shares
will be issued.

Stock Cancellations
-------------------

On February 7, 2001 (as  adjusted  during the three month  period ended June 30,
2001),  the  Company  canceled  75,000  shares  of  common  stock  that had been
previously issued to employees who are no longer with the Company.

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 571,250 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. During the
nine months ended September 30, 2001 the Company  recognized  $1,563 of non-cash
compensation expense related to these options.

During the nine months ended  September 30, 2001, the Company granted options to
employees to purchase  109,000 shares of stock at $2.00 per share.  All of these
employees were later  terminated,  and all of these options were  cancelled.  In
addition, options to purchase 571,250 shares of the Company's stock issued prior
to January 1, 2001 were cancelled when these  employees  were  terminated.  As a
result of the  cancellation of these options the Company  reversed the remaining
balance of deferred  compensation of $6,770 against  additional paid in capital.
At  September  30,  2001,  there were no  outstanding  options to  purchase  the
Company's common stock.

NOTE 6  - 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
<PAGE>

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

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.

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. See
Note 2. 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.

On October 9, 2001, the Company filed a litigation in the Orange County Superior
Court against Bruce Berman (GPN's former CEO and majority shareholder),  Jeffrey
M. Diamond  (GPN's former CTO and  Secretary)  and Summit Real Estate Group (Mr.
Diamond's  current  employer).  In the lawsuit  the  Company  sued for breach of
fiduciary duty,  rescission,  fraud and civil conspiracy related to Mr. Berman's
improper  transfer of Company  equipment to Mr. Diamond and Summit for little or
no consideration.

NOTE 7  - RELATED PARTY TRANSACTIONS
------------------------------------

The Company had subleased its prior office  location at 5000 Birch Street,  West
Tower, Suite 4900, Newport Beach, CA 92660 from a company owned by Bruce Berman,
the Company's  President and Chairman of the Board. On July 27, 2001, Mr. Berman
sold his interest in the Company and resigned all positions he  previously  held
in the Company and its affiliates  (see Note 8). At this time, the Company is in
discussions with Mr. Berman regarding the final disposition of this space.

NOTE 8  - CHANGE OF CONTROL
---------------------------

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

                 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

<PAGE>

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. In
August 2001, a change in control of the Company  occurred in  anticipation  of a
change in the Company's ongoing business plan.

RESULTS OF OPERATIONS - THREE MONTHS ENDED  SEPTEMBER 30, 2001 COMPARED TO THREE
--------------------------------------------------------------------------------
MONTHS ENDED SEPTEMBER 30, 2000
-------------------------------

Revenue
-------

The Company recognized no revenue for the three month period ended September 30,
2001  compared to revenue of $138,932 for the three months ended  September  30,
2000.  Uncertainties  regarding  web-based services along with volatility in the
capital markets have negatively impacted demand for the Company's products.

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

Employee  compensation was $10,084 for the three months ended September 30, 2001
which is a 97% decrease
from the employee  compensation of $358,199 for the three months ended September
30, 2000.  This amount consists  primarily of officer and employee  salaries and
the  decrease  is  primarily  due  to  the  Company's   reduction  in  workforce
implemented during the period.

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

Selling, general, and administrative expenses were $267,910 for the three months
ended  September  30, 2001,  which is a 2% increase  from  selling,  general and
administrative  expenses of $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. The amount was relatively  unchanged between periods.  The Company
was unable to cut back these costs as they are  largely  fixed,  contracted,  or
necessary.

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

Interest  income for the three months ended September 30, 2001 was $46, which is
a 99% decrease  from the  interest  income of $18,343 for the three months ended
September  30,  2000.  The  decrease is the result of lower cash  balances.  The
Company had no interest expense in either period.

Other Income and Expense
------------------------

Other  income and expense for the three  months  ending  September  30, 2001 was
$16,175,  which  consisted a loss in impairment  to the company's  fixed assets.

<PAGE>

There was no other income and expense for the three months ending  September 30,
2000.

Net Loss
--------

For the reasons  stated  above,  the Company had a net loss of $294,123  for the
three months ended  September 30, 2001 which is a 37% decrease from the net loss
of $464,369 for the three months ended September 30, 2000.

RESULTS OF  OPERATIONS - NINE MONTHS ENDED  SEPTEMBER  30, 2001 COMPARED TO NINE
--------------------------------------------------------------------------------
MONTHS ENDED SEPTEMBER 30, 2000
-------------------------------

Revenue
-------

The  Company  recognized  $2,587 in  revenue  for the nine  month  period  ended
September  30, 2001  compared  to $138,932 in revenue for the nine month  months
ended  September 30 2000,  which is a decrease of 98%.  This revenue was derived
primarily from e-commerce consulting, business development services, and listing
fees. The decrease in revenue total is due to uncertainties  regarding web-based
services along with  volatility in the capital  markets,  which have  negatively
impacted demand for the Company's products.

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

Employee  compensation was $474,549 for the nine months ended September 30, 2001
which is a 43% decrease over the employee  compensation of $827,813 for the nine
months ended September 30, 2000.  This amount consists  primarily of officer and
employee salaries and the increase is primarily due to the Company's operational
cutbacks implemented during the nine months ended September 30, 2001.

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

Selling,  general, and administrative expenses were $806,935 for the nine months
ended  September  30, 2001,  which is a 3% decrease  from  selling,  general and
administrative  expenses of $835,134  for the nine 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.  The  decrease is  primarily  due to the  Company's  cost control
program and operational cutbacks which were implemented during the period ending
September 30, 2001.

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

Interest income for the nine months ended  September 30, 2001 was $4,404,  a 91%
decrease from interest income of $51,166 for the nine months ended September 30,
2000.  This decrease is the result of reduced cash balances.  The Company had no
interest expense for either period.

Other Income and Expense
------------------------

Other income and expense for the nine months ended  September 30, 2001 was a net
expense of $422,742  compared to none for the nine months  ended  September  30,

<PAGE>

2000.  The  increase  is due  primarily  to  the  impairment  of  the  Company's
capitalized website costs,  capitalized  purchased  software,  and furniture and
equipment as a result of the impending change in the Company's business plan.

Net Loss
--------

For the reasons  stated above,  the Company had a net loss of $1,699,635 for the
nine months ended  September  30, 2001 which is a 15% increase from the net loss
of $1,474,499 for the nine months ended September 30, 2000.

Liquidity and Capital Resources
-------------------------------

At September  30,  2001,  the Company had $14,321 in current  assets,  including
$10,457 in cash.  Also at September 30, 2001 current  liabilities  were $551,975
resulting in negative  working  capital of ($537,654) . The Company used cash in
its operating  activities of $1,017,348 for the nine months ended  September 30,
2001,  which is a 24%  decrease  from the cash used in operating  activities  of
$1,347,488 for the nine months ended September 30, 2000, primarily  attributable
to the Company's  operational  cutbacks implemented in 2001. The Company had net
cash from investing activities of $9,825 for the nine months ended September 30,
2001,  as compared to the cash used in investing  activities of $694,064 for the
nine  months  ended  September  30,  2000,  primarily  attributable  to  capital
expenditures.  The Company  received  proceeds  of $234,339  for the nine months
ended  September 30, 2001, as compared to the net cash provided by its financing
activities of $3,355,220 for the nine months ended September 30, 2000, primarily
attributable  to a reduction  in the sale of common stock during the nine months
ended September 30, 2001

The Company has generated  insignificant revenue, and 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.

Going Concern
-------------

The Company's  independent  certified  public  accountants  have stated in their
report  included in the Company's  2000 Form 10KSB that the Company has incurred
significant  losses from  operations  and  significant  negative cash flows from
operations,  has an accumulated deficit and a lack of operational history, among
other matters,  that raise  substantial doubt about its ability to continue as a
going  concern.  The  Company  hopes  to  continue  to  increase  revenues  from
additional revenue sources and increase margins as a result of new contracts and
other cost cutting measures.  In the absence of significant revenue and profits,
the  Company  intends  to fund  operations  through  additional  debt and equity
financing arrangements which management believes may be insufficient to fund its
capital  expenditures,  working  capital,  and other cash  requirements  for the
fiscal year ending December 31, 2001. Therefore,  the Company may be required to
seek  additional  funds to  finance  its long 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.


<PAGE>




                           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
         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.

         On October 9, 2001, the Company filed a litigation in the Orange County
         Superior  Court  against  Bruce Berman  (GPN's  former CEO and majority
         shareholder),  Jeffrey M. Diamond  (GPN's former CTO and Secretary) and
         Summit Real  Estate  Group (Mr.  Diamond's  current  employer).  In the
         lawsuit  the Company  sued for breach of  fiduciary  duty,  rescission,
         fraud and civil conspiracy related to Mr. Berman's improper transfer of
         Company   equipment  to  Mr.  Diamond  and  Summit  for  little  or  no
         consideration.

Item 2.  Changes in Securities and Use of Proceeds

         Pursuant  to  Regulation  D Rule  506  and/or  Regulation  S under  the
         Securities  Act of  1933,  as  amended  ("  '33  Act"),  the  following
         securities were issued:

         1.)      In January and February 2001, the Company made a limited offer
                  to the  holders of the $7.50 and $10.00  warrants  to exercise
                  these  warrants in units (each unit  consisting of one warrant
                  exercisable for $7.50 and one warrant  exercisable for $10.00)
                  at $1.00 per unit in exchange  for one share of common  stock,
                  one new warrant  exercisable for $2.50 per share,  and one new
                  warrant  exercisable  for $5.00 per share.  The  Company  sold
                  163,500  warrant units for a total of $149,338 net of offering
                  costs of $14,162.

         Pursuant to Section  4(2) under the '33 Act, the  following  securities
         were issued:

         1.)      On March 27, 2001,  the Company issued 17,250 shares of common
                  stock to employees  valued at $26,576  based on the fair value
                  of the stock on the date of grant.

         2.)      On May 1, 2001, the Company  completed the  acquisition of the
                  minority  interest  in its  subsidiary  company  GoBizNow.com.
                  Pursuant to this  transaction,  the Company committed to issue
                  1,207,500  shares  of  common  stock  to the  shareholders  of
                  GoBizNow.  The  Company  (under  its  new  management)  is  in
                  negotiations  to reduce  the  number of shares to be issued to
                  certain officers and employees holding 795,200 of GoBizNow.com
                  shares,  there  is no  assurance  that  the  Company  will  be
                  successful in these negotiations.

         3.)      During the nine months ended  September 30, 2001,  the Company
                  granted  options to  employees to purchase  109,000  shares of

<PAGE>

                  stock  at  $2.00  per  share.   These   employees  were  later
                  terminated,  and  all of  these  options  were  cancelled.  In
                  addition,  options to purchase  5,250 shares of the  Company's
                  stock  issued  prior to  January 1, 2001 were  cancelled  when
                  these employees were terminated.  At September 30, 2001, there
                  were no outstanding to purchase the Company's common stock.

         During the nine months ended September 30, 2001, the Company  cancelled
         75,000   shares  of  stock   held  by   terminated   employees.   These
         cancellations   were  pursuant  to  severance   agreements  with  these
         employees.


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
--------
              None

Reports On Form 8-K
-------------------
         10.3 Form 8-K dated August 3, 2001 reporting a change in control of the
              Company.



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 14, 2001



                                        GPN Network, Inc.



                                        By:    /S/ TODD M. FICETO
                                           ----------------------
                                            Todd M. Ficeto
                                            President, Chief Executive Officer