FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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

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

         For the quarterly period ended  March 31, 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, 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 May 8,
2002 was 16,677,897.


<PAGE>



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


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



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

PART I.    FINANCIAL INFORMATION

  Item 1.  Financial Statements:

           Consolidated Balance Sheets as of  March 31, 2002 (unaudited) ......3

           Consolidated Statements of Operations  for the Three months ended
           March 31, 2002 (unaudited) and March 31, 2001 (unaudited)...........4

           Consolidated Statement of Cash Flows for the Three months ended
           March 31, 2002 (unaudited) and March 31, 2001 (unaudited)...........5

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

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

PART II.   OTHER INFORMATION

  Item 1.  Legal Proceedings..................................................14

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

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

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

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

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

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






                                       2
<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

                      GPN Network, Inc. and Subsidiaries
                          Consolidated Balance Sheet

                                                         March 31,
                                                           2002
                                                        (unaudited)
                                                        -----------
                          Assets
Current assets
   Cash and cash equivalents                               $ 2,826
                                                        -----------
      Total current assets                                   2,826
                                                        -----------
Total assets                                               $ 2,826
                                                        ===========

           Liabilities and Stockholders' Deficit
Current liabilities
   Accounts payable and accrued liabilities               $ 25,724
   Promissory note to shareholder                           17,024
   Net liabilities of discontinued operations              457,060
                                                        -----------
      Total current liabilities                            499,808

   Note payable to affiliate                                51,765
                                                        -----------
     Total liabilities                                     551,573

Commitments and Contingencies

Stockholders' deficit
   Preferred stock, 0.001 par value:
      10,000,000 shares authorized,
      no shares outstanding                                   0
   Common stock, $0.001 par value;
      50,000,000 shares authorized,
      16,677,897 shares issued and outstanding              16,678
   Additional paid-in capital                            3,431,306
   Accumulated deficit                                  (3,996,731)
                                                        -----------
      Total stockholder's deficit                         (548,747)
                                                        -----------

Total liabilities and stockholders' deficit                $ 2,826
                                                        ===========
         See accompanying notes to consolidated financial statements.


                                       3
<PAGE>



          GPN Network, Inc. and Subsidiaries
         Consolidated Statements of Operations

                                          For the Three        For the Three
                                           Months Ended        Months Ended
                                            March 31,            March 31,
                                               2002                2001
                                           (unaudited)          (unaudited)
                                           -----------          -----------

Revenues                                   $     0              $     0

Operating expenses:
   Employee compensation                         0                    0
   Selling, general and
       administrative expenses                50,489                  0
                                          -----------           -----------
      Total operating expenses                50,489                  0

Operating loss                               (50,489)                 0

Other income (expense):
   Interest income (expense)                  (1,802)                 0
                                           -----------          -----------
      Total other income (expense)            (1,802)                 0

   Loss from continuing operations           (52,291)                 0

   Provision for income taxes                  1,600                  0
                                           -----------          -----------
   Net loss from continuing operations       (53,891)                 0

   Discontinued operations:

    Loss from discontinued operations            0                (798,706)
                                           -----------          -----------
    Net loss from discontinued operations        0                (798,706)
                                           -----------          -----------
Net loss                                   $ (53,891)           $ (798,706)
                                           ===========          ===========
Basic and diluted loss per common share
   from continuing operations              $     0.00           $     0.00
   from discontinued operations                  0.00                (0.08)
                                           -----------          -----------
       Total basic loss per share          $     0.00           $    (0.08)
                                           ===========          ===========
Basic and diluted weighted average
   common shares outstanding               15,789,008            10,399,786
                                           ===========          ===========

        See accompanying notes to consolidated financial statements


                                       4
<PAGE>


                   GPN Network, Inc and Subsidiaries
                 Consolidated Statements of Cash Flows

                                                For the Three    For the Three
                                                Months Ended      Months Ended
                                                  March 31,        March 31,
                                                    2002              2001
                                                 (unaudited)      (unaudited)
                                                 -----------      -----------

Cash flows from operating activities:
  Net loss from continuing operations             $ (53,891)      $ (798,706)
 Adjustments to reconcile net loss from
   continuing operations to net cash
   used in operating activities:
    Amortization of prepaid consulting fees             0              1,563
    Depreciation and amortization                       0             63,654
    Write off of capitalized softaware                  0            187,500
    Write off of securities                             0             39,374
Changes in operating assets and liabilities:
    Accounts receivable                                 0             19,666
    Prepaid expenses                                    0            (40,040)
    Other assets                                        0            (10,568)
    Accounts payable and accrued expenses            26,851          (59,680)
    Deferred revenues                                   0            (31,003)
                                                 -----------      -----------
   Net cash provided by (used in)
     continuing operating activities                (27,040)        (628,240)

   Net cash provided by (used in)
     discontinued operating activities             (103,185)             0
                                                 -----------      -----------
        Total net cash provided by  (used in)
          operating activities                     (130,225)        (628,240)

Cash flows from investing activities:
      Minority interest                                 0             (1,761)
   Net cash provided by (used in)                -----------      -----------
     investing activities                               0             (1,761)

Cash flows from financing activities:
   Principal payment of short
     term loan - shareholder                        (11,000)             0
   Proceeds from the sale of common stock,
     net of offering costs                          138,776          151,101
                                                 -----------      -----------
   Net cash provided by financing activities        127,776          151,101


Net increase (decrease) in cash                      (2,449)        (478,900)

Cash at beginning of period                           5,275          783,642
                                                 -----------      -----------
Cash at end of period                              $  2,826       $  304,742
                                                 ===========      ===========

      See accompanying notes to consolidated financial statements.



                                       5
<PAGE>


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


NOTE 1 - BASIS OF PRESENTATION
------------------------------

The financial  statements of GPN Network,  Inc. ("GPN" or the "Company") for the
three months ended March 31, 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.

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

The consolidated financial statements include the accounts of the Company and
GoBizNow.com, GPN 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 inactive.
During the three months ended March 31, 2002, the Company completed the sale of
its inactive subsidiary GoNow Securities, Inc. 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 $3,996,731 as of March 31, 2002 and  significant  negative cash flows
from  operations  for the twelve  months  ended  December 31, 2001 and the three
months ended March 31, 2002. These factors,  along with the Company's lack of an
operational  history,  among other matters,  raise  substantial  doubt about its

                                       6
<PAGE>

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 March 31,  2002,  the Company was in default of the terms of the lease of its
corporate  headquarters.  The lease term ends March 31, 2002.  During the twelve
months ended December 31, 2001,  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 Periods Ended
                                                                  March 31,
                                                                  ---------
                                                               2002       2001
                                                               ----       ----
Options outstanding under the Company's stock  option plans    632,125   672,050
Warrants issued in conjunction with the sale of common stock 4,722,244 2,222,244
Warrants issued to consultants for services rendered            20,125    20,125


NOTE 3 - STOCKHOLDERS' DEFICIT
------------------------------

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

The Company's  articles of  incorporation  authorize up to 10,000,000  shares of
$0.001 par value preferred stock. Shares of preferred stock may be issued in one
or more  classes or series at such time the Board of  Directors  determine.  All
shares of any series shall be equal in rank and identical in all respects. As of
March 31, 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.

NOTE 4 - SALE OF SUBSIDIARY
---------------------------

On March 26,  2002,  the  Company  completed  the sale of its  subsidiary  GoNow
Securities, Inc. for net proceeds of $5,000.


                                       7
<PAGE>


NOTE 5  - 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.

On December 4, 2001,  a complaint  captioned  Silver & Deboskey v. GPN  Network,
Inc. (f/k/a  GoPublicNow.com  f/k/a DermaRx,  Inc. or DermaRx  Corporation)  was
filed in District Court in Denver,  Colorado  (Case #01 CV 6678).  The complaint
seeks  compensation  for legal  services  allegedly  rendered  to DermaRx in the
amount of $18,693.20,  plus post judgment interest. The Company failed to file a
responsive pleading to the action. Consequently,  on or about February 19, 2002,
Silver & Deboskey  filed with the court a Motion For Entry Of Default  Judgment,
requesting  an entry of default for the total  amount of  $18,693.20,  which was
denied by the court on March 19, 2002. On March 8, 2002, GPN filed an answer.  A
trial  date has been set for  September  2002.  The  outcome  of  litigation  is
uncertain  and there can be no assurance  that the Company will be successful in
its defense.

On October 9, 2001, GPN Network, Inc. filed a complaint against Bruce A. Berman,
Jeffrey M. Diamond,  and The Summit Real Estate Group, Inc. ("Summit") in Orange
County Superior Court (Case  #01CC12872).  The complaint  alleges four causes of
action:  (1) Breach of Fiduciary Duty; (2) Rescission;  (3) Fraud; and (4) Civil
Conspiracy.  The  complaint  requests  damages  in the  amount  of not less than
$100,000 and punitive  damages.  On or about November 20, 2001,  Bruce A. Berman
filed,  concurrently with his answer, a verified Cross-complaint against GPN for
indemnity,  declaratory relief, breach of contract, failure to pay wages, unfair
business  practices,  and  breach of  implied  covenant  of good  faith and fair
dealing.  The complaint  alleges that GPN failed to pay Mr. Berman accrued wages
and other compensation in the amount of $60,000. On December 21, 2001, GPN filed
a  Demurrer  to Mr.  Berman's  cross-complaint.  GPN  subsequently  granted  Mr.
Berman's request to file an amended  complaint,  which has not yet been filed or
served.  On November  30,  2001,  Jeffrey M.  Diamond  filed a Demurrer to GPN's
Complaint.  On January 23, 2002, GPN filed a First Amended Complaint,  naming an
additional  defendant,  Timothy C. Capps. The First Amended Complaint also added
an additional  cause of action against Mr. Diamond for breach of fiduciary duty.
The court has granted a petition  to compel  arbitration  for certain  causes of
action  regarding Mr. Diamond.  In March 2002, GPN, Mr. Berman and Summit agreed
to a settlement in principal,  whereby Mr. Berman will waive all claims  against
GPN and indemnify GPN for any claims brought by former landlords related to back
or future rent for premises  occupied by GPN before  August  2001,  and GPN will
release  Mr.  Berman  from  all  claims  relating  to the  pending  action.  The
settlement with Summit  provides for a mutual release and GPN's  repurchase of a
telephone system for $2,900. There can be no assurances that the settlement with
Mr. Berman and Summit will be consummated on the terms agreed to in principal or
at all.  The  Company  believes  that it has  meritorious  defenses to the above
claims and intends to defend these claims vigorously.  Nevertheless,  litigation
is uncertain, and the Company may not prevail in the lawsuits and can express no
opinion as to its ultimate outcome.

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

                                       8
<PAGE>


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

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

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

Overview
--------

During  2001,  due in large part to the  decreased  availability  of  investment
capital  to the  Company's  target  market of  internet  related,  small  growth
companies,  GPN Network failed to meet its revenue targets.  On July 27, 2001, a
majority  interest in the Company was  acquired by a private  investor,  and the
Company  installed new management and adopted a new business plan. The immediate
action taken  regarding this new business plan was to discontinue  the Company's
current  operations  effective  July 27, 2001.  As a result,  operations  of the
Company through December 31, 2001 are reported as discontinued  operations.  The
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 periods ended March 31, 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  December  31, 2001 and 2000
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.


                                       9
<PAGE>

RESULTS OF  OPERATIONS  - THREE  MONTHS  ENDED MARCH 31, 2002  COMPARED TO THREE
--------------------------------------------------------------------------------
MONTHS ENDED MARCH 31, 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  March 31, 2002.
During the three months ended March 31, 2001, the Company  recognized  $2,587 of
revenue, which was derived primarily from listing fees.

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

There was no employee  compensation from continuing  operations during the three
months  ended March 31,  2002.  During the three  months  ending March 31, 2001,
there was $295,701 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
$50,489 for the three months ended March 31, 2002, which is an 84% decrease from
selling,  general and  administrative  expenses of $309,571 for the three months
ended March 31, 2001. The primary components of this amount for the three months
ended March 31, 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.

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

Interest expense for the three months ended March 31, 2002 was $1,802.  Interest
income for the three months ended March 31, 2001 was $3,813.  The net difference
of $5,615 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 $53,891 for the
three months  ended March 31, 2002 which is a 93% decrease  from the net loss of
$798,706 for the three months ended March 31, 2001.

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

At March 31, 2002,  the Company had $2,826 in current  assets,  all of which was
cash.  Also at March 31, 2002 current  liabilities  were  $499,808  resulting in
negative working capital of ($496,982).  During the three months ended March 31,
2002, the Company used cash in its discontinued operating activities of $103,185
and in its continuing operating  activities of $27,040.  During the three months
ended March 31,  2002,  the Company had net cash from  financing  activities  of
$127,776.

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.


                                       10
<PAGE>



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

The forward-looking  statements and other information in this report are subject
to certain  risks and  uncertainties  that could cause actual  results to differ
materially from historical  results or anticipated  results.  In addition to the
other  information  in this Report on Form 10-QSB,  the  following  risk factors
should be considered carefully in evaluating the Company and its business:

GOING CONCERN

The Company's  independent  certified  public  accountants  have stated in their
report  included in the Company's  2001 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 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, 2002.  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.

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

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

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

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

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

To date,  the Company has not generated  significant  revenue and it has limited
cash  liquidity  and  capital  resources.  GPN does not  offer any  products  or
services from which it can derive revenue. The Company currently does not have a
business plan for its operations. GPN's future capital requirements will depend,
in the near-term, completely on obtaining additional debt or equity funding from
new or existing investors.

                                       11
<PAGE>

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 the Company's securities in the
market,  and  may  have a  depressive  effect  on  the  price  of the  Company's
securities. Further, such sales, if substantial, might also adversely affect the
Company's ability to raise additional  equity capital in the future.  Sources of
debt financing may result in higher interest expense.  There can be no assurance
that these fund raising efforts will be successful. Any financing, if available,
may be on terms  unfavorable to us. If adequate  funds are not obtained,  we may
not be able to continue our operations.

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

The sale or the proposed  sale of  substantial  amounts of GPN's common stock in
the public  market  could  materially  adversely  affect the market price of its
common stock or other outstanding securities.  As of March 31, 2002, Todd Ficeto
beneficially  owned  12,200,000  shares of common  stock  and  warrants  for the
purchase of an additional  2,500,000  shares.  Of these shares,  GPN has entered
into an Investor  Rights  Agreement  with  respect to  5,000,000  shares and the
shares  underlying  the  warrants.  The sale of a large  amount of shares by Mr.
Ficeto, or the perception that such sales may occur,  could adversely affect the
market price for GPN's common stock or other outstanding securities.

THE COST OF MAINTAINING THE REGISTRATION OF OUR STOCK UNDER SECTION 12(G) OF THE
EXCHANGE ACT WILL CONTINUE OUR OVERHEAD AND ASSET DEPLETION.

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

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

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

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

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

THERE IS NO ASSURANCE OF AN ESTABLISHED PUBLIC MARKET.

Although GPN's common stock trades on the OTC Bulletin  Board  maintained by the
National  Association of Securities  Dealers,  a regular  trading market for the
securities  may not be sustained  in the future.  The  National  Association  of
Securities  Dealers 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

                                       12
<PAGE>

this time. The OTC Bulletin Board is an  inter-dealer,  over-the-counter  market
which provides significantly less liquidity than the NASDAQ Stock Market. Quotes
for stocks  included on the OTC Bulletin  Board are not listed in the  financial
sections of newspapers as are those for the NASDAQ Stock Market.

Therefore,  prices for securities traded solely on the OTC Bulletin Board may be
difficult  to obtain and holders of common  stock may be unable to resell  their
securities at or near their original offering price or at any price.

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

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

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

BROKER-DEALER REQUIREMENTS MAY AFFECT TRADING AND LIQUIDITY.

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

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

RISKS OF UNKNOWN LIABILITIES AS A RESULT OF REVERSE MERGER.

GPN 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.  GPN has no insurance for liabilities  incurred
as a result of business conducted prior to the reverse merger.

CONTROL BY OFFICER, DIRECTOR AND MAJORITY STOCKHOLDER.

The Company is controlled by Todd M. Ficeto,  who beneficially owns 76.7% of the
Company's  outstanding  common stock.  Mr.  Ficeto serves as the Company's  only

                                       13
<PAGE>

officer and sole member of the board of  directors.  As a result,  Mr. Ficeto is
able to elect a majority  of the  Company's  board of  directors,  to  dissolve,
merge,  or sell the  assets  of the  Company,  and to  direct  and  control  the
Company's operations, policies, and business decisions.


                           PART II - OTHER INFORMATION
                           ---------------------------

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

Item 1.  Legal Proceedings

On December 4, 2001,  a complaint  captioned  Silver & Deboskey v. GPN  Network,
                                              ----------------------------------
Inc. (f/k/a  GoPublicNow.com  f/k/a DermaRx,  Inc. or DermaRx  Corporation)  was
---------------------------------------------------------------------------
filed in District Court in Denver,  Colorado  (Case #01 CV 6678).  The complaint
seeks  compensation  for legal  services  allegedly  rendered  to DermaRx in the
amount of $18,693.20,  plus post judgment interest. The Company failed to file a
responsive pleading to the action. Consequently,  on or about February 19, 2002,
Silver & Deboskey  filed with the court a Motion For Entry Of Default  Judgment,
requesting  an entry of default for the total  amount of  $18,693.20,  which was
denied by the court on March 19, 2002. On March 8, 2002, GPN filed an answer.  A
trial  date has been set for  September  2002.  The  outcome  of  litigation  is
uncertain  and there can be no assurance  that the Company will be successful in
its defense.

On October 9, 2001, GPN Network, Inc. filed a complaint against Bruce A. Berman,
Jeffrey M. Diamond,  and The Summit Real Estate Group, Inc. ("Summit") in Orange
County Superior Court (Case  #01CC12872).  The complaint  alleges four causes of
action:  (1) Breach of Fiduciary Duty; (2) Rescission;  (3) Fraud; and (4) Civil
Conspiracy.  The  complaint  requests  damages  in the  amount  of not less than
$100,000 and punitive  damages.  On or about November 20, 2001,  Bruce A. Berman
filed,  concurrently with his answer, a verified Cross-complaint against GPN for
indemnity,  declaratory relief, breach of contract, failure to pay wages, unfair
business  practices,  and  breach of  implied  covenant  of good  faith and fair
dealing.  The complaint  alleges that GPN failed to pay Mr. Berman accrued wages
and other compensation in the amount of $60,000. On December 21, 2001, GPN filed
a  Demurrer  to Mr.  Berman's  cross-complaint.  GPN  subsequently  granted  Mr.
Berman's request to file an amended  complaint,  which has not yet been filed or
served.  On November  30,  2001,  Jeffrey M.  Diamond  filed a Demurrer to GPN's
Complaint.  On January 23, 2002, GPN filed a First Amended Complaint,  naming an
additional  defendant,  Timothy C. Capps. The First Amended Complaint also added
an additional  cause of action against Mr. Diamond for breach of fiduciary duty.
The court has granted a petition  to compel  arbitration  for certain  causes of
action  regarding Mr. Diamond.  In March 2002, GPN, Mr. Berman and Summit agreed
to a settlement in principal,  whereby Mr. Berman will waive all claims  against
GPN and indemnify GPN for any claims brought by former landlords related to back
or future rent for premises  occupied by GPN before  August  2001,  and GPN will
release  Mr.  Berman  from  all  claims  relating  to the  pending  action.  The
settlement with Summit  provides for a mutual release and GPN's  repurchase of a
telephone system for $2,900. There can be no assurances that the settlement with
Mr. Berman and Summit will be consummated on the terms agreed to in principal or
at all.  The  Company  believes  that it has  meritorious  defenses to the above
claims and intends to defend these claims vigorously.  Nevertheless,  litigation
is uncertain, and the Company may not prevail in the lawsuits and can express no
opinion as to its ultimate outcome.

                                       14
<PAGE>

Item 2.  Changes in Securities and Use of Proceeds

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

         1.)      During the three months ended March 31, 2002, the Company sold
                  2,500,000 units for $0.06 per unit, each unit consisting of
                  two shares of Common Stock and one five-year warrant to
                  purchase an additional share of Common Stock at $0.03 per
                  share. The warrants are currently exercisable. The sale of the
                  units resulted in the issuance of 5,000,000 shares of the
                  Company's common stock and warrants exercisable for 2,500,000
                  shares of common stock


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
--------


   10.1 Investor  Rights   Agreement,   dated  January  8,  2002  between  the
        Registrant and Todd Ficeto.

   10.2 Warrant dated January 8, 2002 issued to Todd Ficeto.

   10.3 Stock  Purchase   Agreement   dated  September  7,  2001  between  the
          Registrant   and   Terra   Industries,    Inc.   regarding   sale   of
          GoNowSecurities, Inc.

   10.3(a)Closing agreement dated February 26, 2002 between the Registrant,
        Terra Industries, Inc. and William A. Husa.


Reports on Form 8-K
-------------------

     Form 8-K dated January 1, 2002, as amended,  reporting  Item 4. regarding a
change in the Company's outside auditors.


                                       15
<PAGE>


SIGNATURES
----------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on May 13, 2002



                                GPN Network, Inc.



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







                                       16
<PAGE>