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

                                   FORM 10-QSB
                                   -----------

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

         For the quarterly period ended June 30, 2002

                                       or

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

         For the transition period from ___________  to  _____________


                        Commission File Number: 033-05384

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


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


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


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


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

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

       The number of shares outstanding of Registrant's common stock as of
July 28, 2002 was 16,152,897.

Transitional Small Business Disclosure Format (check one):

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


<PAGE>



                       GPN NETWORK, INC. AND SUBSIDIARIES


                                TABLE OF CONTENTS



                                                                     Page Number

PART I.     FINANCIAL INFORMATION

   Item 1.  Financial Statements:

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

            Consolidated  Statements of Operations  for the Three months
            ended  June  30,  2002   (unaudited)  and  2001 (unaudited)
            and Six months ended June 30, 2002 (unaudited) and 2001
            (unaudited)....................................................... 4

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

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

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

PART II.    OTHER INFORMATION

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

   Item 2.  Changes in Securities and Use of Proceeds.........................14

   Item 3.  Defaults Upon Senior Securities...................................14

   Item 4.  Submission of Matters to a Vote of Securities Holders.............14

   Item 5.  Other Information.................................................14

   Item 6.  Exhibits and Reports on Form 8-K..................................14

            Signatures........................................................15




                                       2

<PAGE>



ITEM 1. FINANCIAL STATEMENTS

                      GPN Network, Inc. and Subsidiaries
                          Consolidated Balance Sheet

                                                                     June 30,
                                                                       2002
                                                                    -----------
                                                                    (unaudited)
                                    Assets
Current assets
   Cash and cash equivalents                                        $    2,041
                                                                    -----------
      Total current assets                                               2,041
                                                                    -----------
Total assets                                                           $ 2,041
                                                                    ===========
                     Liabilities and Stockholders' Deficit
Current liabilities
   Accounts payable and accrued liabilities                           $ 83,053
   Promissory note to shareholder                                       24,913
   Net liabilities of discontinued operations                          462,060
                                                                    -----------
      Total current liabilities                                        570,026

   Note payable to affiliate                                            52,550
                                                                    -----------

     Total liabilities                                                 622,576
                                                                    -----------
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                                              (4,068,519)
                                                                    -----------
      Total stockholder's deficit                                     (620,535)
                                                                    -----------
Total liabilities and stockholders' deficit                         $    2,041
                                                                    ===========

         See accompanying notes to consolidated financial statements.


                                       3
<PAGE>
<TABLE>

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

                                          For the Three    For the Three    For the Six      For the Six
                                           Months Ended     Months Ended    Months Ended     Months Ended
                                             June 30,         June 30,        June 30,         June 30,
                                               2002             2001            2002             2001
                                          -------------    -------------    -------------    -------------
                                            (unaudited)      (unaudited)      (unaudited)      (unaudited)
<S>                                     <C>              <C>               <C>             <C>
Revenues                                  $      0         $      0         $      0         $      0

Operating expenses:
   Employee compensation                         0                0                0                0
   Selling, general and
     administrative expenses                  70,325              0            120,814              0
                                          -------------    -------------    -------------    -------------
      Total operating expenses                70,325              0            120,814              0

Operating loss                               (70,325)             0           (120,814)             0

Other income (expense):
   Interest income (expense)                  (1,174)             0             (2,976)             0
                                          -------------    -------------    -------------    -------------
      Total other income (expense)            (1,174)             0             (2,976)             0

Loss from continuing operations              (71,499)             0           (123,790)             0

   Provision for income taxes                    289              0              1,889              0
                                          -------------    -------------    -------------    -------------
Net loss from continuing operations          (71,788)             0           (125,679)             0

   Discontinued operations:

    Loss from discontinued operations            0           (606,804)             0          (1,405,511)
                                          -------------    -------------    -------------    -------------
    Net loss from discontinued operations        0           (606,804)             0          (1,405,511)
                                          -------------    -------------    -------------    -------------
Net loss                                  $  (71,788)      $ (606,804)      $ (125,679)      $(1,405,511)
                                          =============    =============    =============    =============
Basic and diluted loss per common share
   from continuing operations             $    0.00        $     -          $   (0.01)       $    0.00
   from discontinued operations                  -             (0.05)             -              (0.12)
                                          -------------    -------------    -------------    -------------
       Total basic loss per share         $    0.00        $   (0.05)       $   (0.01)       $   (0.12)
                                          =============    =============    =============    =============
Basic and diluted weighted average
   common shares outstanding               16,677,897       11,034,543       16,456,903       11,332,287
                                          =============    =============    =============    =============
</TABLE>


      See accompanying notes to consolidated financial statements

                                       4
<PAGE>


                         GPN Network, Inc and Subsidiaries
                       Consolidated Statements of Cash Flows

                                                 For the Six      For the Six
                                                 Months Ended     Months Ended
                                                   June 30,         June 30,
                                                     2002             2001
                                                 -------------   -------------
                                                  (unaudited)     (unaudited)

Cash flows from operating activities:
 Net loss from continuing operations:            $  (125,679)    $(1,405,511)
  Adjustments to reconcile net loss from
     continuing operations to net cash
     used in operating activities:
   Estimated fair market value of vested
     common stock granted to employees                  0             26,576
   Amortization of prepaid consulting fees              0              1,563
   Depreciation and amortization                        0             86,820
   Impairment of purchased capitalized
     software and website                               0            262,758
   Impairment of property and equipment                 0            128,106
   Write off of securities                              0             39,374
Changes in operating assets and liabilities:
   Accounts receivable                                  0             19,666
   Prepaid expenses                                     0             (5,596)
   Other assets                                          689          (9,061)
   Accounts payable and accrued expenses              85,354         (26,417)
   Deferred revenues                                    0            (32,128)
                                                 -------------   -------------
   Net cash provided by (used in)
     continuing operating activities                 (39,636)       (913,850)

   Net cash provided by (used in)
     discontinued operating activities               (98,874)           0
                                                 -------------   -------------
        Total net cash provided by
          (used in) operating activities            (138,510)       (913,850)

Cash flows from financing activities:
   Principal payment of short
     term loan - shareholder                         (15,000)           0
   Increase in short-term loan - shareholder          11,500            0
   Proceeds from the sale of common stock,
     net of offering costs                           138,776         149,338
                                                 -------------   -------------

   Net cash provided by financing activities         135,276         149,338


Net increase (decrease) in cash                       (3,234)       (764,512)

Cash at beginning of period                            5,275         783,642
                                                 -------------   -------------

Cash at end of period                            $     2,041     $    19,130
                                                 =============   =============

            See accompanying notes to consolidated financial statements.

                                       5
<PAGE>


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


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

The financial  statements of GPN Network,  Inc. ("GPN" or the "Company") for the
three and six months ended June 30, 2002 are unaudited.  Certain information and
note  disclosures  normally  included in the  financial  statements  prepared in
accordance with accounting principles generally accepted in the United States of
America  have  been  omitted.  These  financial  statements  should  be  read in
conjunction with the audited financial  statements and notes thereto included in
GPN's Form  10-KSB as of and for the period  ended  December  31,  2001.  In the
opinion  of  management,  the  financial  statements  contain  all  adjustments,
consisting  of normal  recurring  adjustments,  necessary to present  fairly the
financial  position of GPN for the  periods  presented.  The  interim  operating
results may not be indicative of operating  results for the full year or for any
other interim periods.

NOTE 2 - THE COMPANY
--------------------

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

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

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

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

The consolidated  financial  statements  include the accounts of the Company and
GoBizNow.com,  GoNow Securities, Inc., GPN Securities, Inc., and Dermedics, Inc.
GoBizNow.com  was an  operating  company,  whose  merger  into the  Company  was
completed as of June 30, 2001.  GoBizNow.com  was dissolved on June 13, 2002. On
March 26, 2002, the Company completed the sale of its inactive  subsidiary GoNow
Securities,   Inc.  GPN  Securities,  and  Dermedics,  Inc.  are  inactive.  All
significant  intercompany  balances and  transactions  have been  eliminated  in
consolidation.

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

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance  with generally  accepted  accounting  principles  which  contemplate
continuation  of the Company as a going concern.  The Company had an accumulated
deficit  of  $4,068,519  as of June 30,  2002 and  significant  net  losses  and
negative cash flows from  operations  for the twelve  months ended  December 31,
2001 and six months ended June 30, 2002. These factors, along with the Company's

                                       6
<PAGE>

lack of an operational  history,  among other matters,  raise  substantial doubt
about its ability to continue as a going concern.  The Company  currently has no
specific  operational  business plan and accordingly  will depend  completely on
additional funds to finance its short-term operations. The successful outcome of
future  activities cannot be determined at this time and there are no assurances
that if achieved, the Company will have sufficient funds to execute its intended
business plan or generate positive operating results.

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

At June 30,  2002,  the  Company was in default of the terms of the lease of its
corporate  headquarters.  The lease term ended March 31, 2002. At June 30, 2002,
the  remaining  amount  due under the term of the lease has been  accrued  under
accounts payable and accrued expenses.

Earnings Per Share
------------------

The  Company  calculates  earnings  per share in  accordance  with SFAS No. 128,
"Earnings  Per Share." Basic  earnings per share is computed by dividing  income
available to common shareholders by the weighted-average number of common shares
assumed to be outstanding during the period of computation. Diluted earnings per
share  is  computed  similar  to  basic  earnings  per  share  except  that  the
denominator is increased to include the number of additional  common shares that
would have been  outstanding if the potential  common shares had been issued and
if the additional common shares were dilutive.

The following potential common shares have been excluded from the computation of
diluted net loss per share for all periods  presented  because the effect  would
have been anti-dilutive:

                                   For the Three Months    For the Six Months
                                      Ended June 30,         Ended June 30,
                                    -----------------       -----------------
                                      2002      2001          2002       2001
                                    -------   -------       -------    -------

Options outstanding under the
   Company's stock option plans     632,125    672,050       632,125    672,050
Warrants issued in conjunction
   with the sale of common stock  4,722,244  2,222,244     4,722,244  2,222,244
Warrants issued to consultants
   for services rendered             20,125     20,125        20,125     20,125

NOTE 4 - 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
June 30, 2002, no preferred shares have been designated or issued.

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

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


                                       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 No. 01 CV 6678). The complaint
seeks  compensation  for legal  services  allegedly  rendered  to DermaRx in the
amount  of  $18,693.20,  plus  post  judgment  interest.  GPN  failed  to file a
responsive pleading to the action. Consequently,  on or about February 19, 2002,
Silver & Debosky  filed with the court a motion  for entry of default  judgment,
requesting  an entry of default for the total  amount of  $18,693.20,  which was
denied by the court on March 19,  2002.  On March 8, 2002,  GPN filed an answer.
The outcome of litigation  is uncertain  and there can be no assurance  that GPN
will be successful in its defense.

On October 9, 2001,  GPN filed a complaint  against Bruce A. Berman,  Jeffrey M.
Diamond and The Summit Real  Estate  Group,  Inc.  ("Summit")  in Orange  County
Superior  Court  (Case No.  01CC12872).  The  complaint  alleges  four causes of
action:  (1) breach of fiduciary duty, (2) rescission,  (3) fraud, and (4) civil
conspiracy.  The  complaint  requests  damages  in the  amount  of not less than
$100,000 and punitive  damages.  On or about November 20, 2001,  Bruce A. Berman
filed,  concurrently with his answer, a verified cross-complaint against GPN for
indemnity,  declaratory relief, breach of contract, failure to pay wages, unfair
business  practices,  and  breach of  implied  covenant  of good  faith and fair
dealing.  The complaint  alleges that GPN failed to pay Mr. Berman accrued wages
and other compensation in the amount of $60,000.  On January 23, 2002, GPN filed
a first amended complaint, naming an additional defendant,  Timothy C. Capps. In
July 2002, GPN reached  resolution of its disputes with its former officers.  In
connection  with  the   resolution,   GPN  received  a  waiver  of  all  claims,
indemnification  for claims by a former landlord related to back and future rent
for premises  occupied by GPN before  August  2001,  and the return of shares of
GPN's common stock. In return, GPN waived all of its claims and paid $20,000.

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

NOTE 6  - SUBSEQUENT EVENT
--------------------------

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

                                       8
<PAGE>




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


                                       9
<PAGE>


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

Revenue
-------

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

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

There was no employee  compensation from continuing  operations during the three
months ended June 30, 2002.  During the three months ending June 30, 2001, there
was $168,762 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
$70,326 for the three  months  ended June 30,  2002,  which is a decrease of 69%
from  selling,  general and  administrative  expenses of $229,454  for the three
months ended June 30, 2001. The primary  components of this amount for the three
months  ended June 30, 2002 were legal and  accounting  fees.  The  decrease was
caused by decreased depreciation,  amortization, rent, advertising, and internet
fees due to the Company's discontinuation of its business activities.

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

Net  interest  income  (expense)  for the three  months  ended June 30, 2002 was
($1,174). Net interest income (expense) for the three months ended June 30, 2001
was $545. The net difference of $1,719 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 $71,788 for the
three months  ended June 30, 2002 which is an 88% decrease  from the net loss of
$606,804 for the three months ended June 30, 2001.

RESULTS OF  OPERATIONS - SIX MONTHS  ENDED JUNE 30, 2002  COMPARED TO SIX MONTHS
--------------------------------------------------------------------------------
ENDED JUNE 30, 2001
-------------------

Revenue
-------

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

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

There was no employee  compensation  from continuing  operations  during the six
months ended June 30, 2002.  During the six months  ending June 30, 2001,  there
was $464,463 of employee  compensation which consisted  primarily of officer and
employee salaries.


                                       10
<PAGE>


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

Selling,  general, and administrative  expenses from continuing  operations were
$120,814 for the six months ended June 30, 2002, which is a decrease of 78% from
selling,  general and  administrative  expenses  of $539,025  for the six months
ended June 30, 2001.  The primary  components  of this amount for the six months
ended June 30, 2002 were legal and  accounting  fees. The decrease was caused by
decreased depreciation,  amortization,  rent, advertising, and internet fees due
to the Company's discontinuation of its business activities.

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

Net  interest  income  (expense)  for the six  months  ended  June 30,  2002 was
($2,976).  Net interest income  (expense) for the six months ended June 30, 2001
was $4,358.  The net  difference of $7,334 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 $125,679 for the six
months  ended  June  30,  2002  which  is a 91%  decrease  from  the net loss of
$1,405,511 for the six months ended June 30, 2001.

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

At June 30,  2002,  the Company had $2,041 in current  assets,  all of which was
cash.  Also at June 30, 2002  current  liabilities  were  $570,027  resulting in
negative working capital of $567,986. During the six months ended June 30, 2002,
the Company used cash in its discontinued operating activities of $98,874 and in
its continuing operating activities of $39,636. During the six months ended June
30, 2002, the Company had net cash from financing activities of $135,276.

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

RISK FACTORS
------------

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

                     RISKS RELATED TO OUR FINANCIAL RESULTS

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

Our independent  certified public  accountants have stated in their report dated
March 4,  2002,  on our  consolidated  financial  statements  for the year ended
December 31, 2001 that we have incurred  significant  losses from operations and
significant negative cash flows from operations, have an accumulated deficit and

                                       11
<PAGE>

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

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

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

                         RISKS RELATED TO OUR BUSINESS

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

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

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

We are in preliminary  negotiations  with respect to the acquisition of a record
label company.  However, no plan of merger or other agreement has been executed,
and unless we are able to enter into such an agreement,  we will have to acquire
additional  capital to maintain  our  operations.  Even if we were to enter into
such a business combination or asset acquisition, there is no assurance that the
transaction will result in successful income-producing operations.

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

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

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<PAGE>


In  connection  with our  preliminary  negotiations  to merge  with or acquire a
record  label  company,  we are also in  discussions  to enter into an agreement
where we would  acquire  additional  capital  needed to continue our  existence.
However,  no such  agreement has been  executed,  and there is no assurance that
these fund raising  efforts will be successful and on terms favorable to us. The
successful  outcome  of  these  preliminary  negotiations  or any  other  future
activities  cannot be determined at this time, and there are no assurances that,
if any can be achieved, we will have sufficient funds to execute a business plan
or generate positive operating results.  If adequate funds are not obtained,  we
may not be able to continue our operations.

RISKS OF UNKNOWN LIABILITIES AS A RESULT OF REVERSE MERGER.

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

CONTROL BY OFFICER, DIRECTOR, AND MAJORITY STOCKHOLDER.

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

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

The sale or the proposed sale of substantial  amounts of our common stock in the
public market could  materially  adversely affect the market price of our common
stock or other outstanding securities.  As of June 30, 2002, Todd M. Ficeto, our
sole officer and director,  beneficially owned 12,200,000 shares of common stock
and  warrants  for the  purchase of an  additional  2,500,000  shares.  Of these
shares,  we have  entered  into an Investor  Rights  Agreement  with  respect to
5,000,000  shares and the shares  underlying  the warrants.  The sale of a large
amount of shares by Mr.  Ficeto,  or the  perception  that such sales may occur,
could  adversely  affect  the  market  price  for  our  common  stock  or  other
outstanding securities.

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

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

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

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


                                       13
<PAGE>


                           PART II - OTHER INFORMATION

                       GPN NETWORK, INC. AND SUBSIDIARIES

Item 1.  Legal Proceedings

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

On October 9, 2001,  GPN filed a complaint  against Bruce A. Berman,  Jeffrey M.
Diamond and The Summit Real  Estate  Group,  Inc.  ("Summit")  in Orange  County
Superior  Court  (Case No.  01CC12872).  The  complaint  alleges  four causes of
action:  (1) breach of fiduciary duty, (2) rescission,  (3) fraud, and (4) civil
conspiracy.  The  complaint  requests  damages  in the  amount  of not less than
$100,000 and punitive  damages.  On or about November 20, 2001,  Bruce A. Berman
filed,  concurrently with his answer, a verified cross-complaint against GPN for
indemnity,  declaratory relief, breach of contract, failure to pay wages, unfair
business  practices,  and  breach of  implied  covenant  of good  faith and fair
dealing.  The complaint  alleges that GPN failed to pay Mr. Berman accrued wages
and other compensation in the amount of $60,000.  On January 23, 2002, GPN filed
a first amended complaint, naming an additional defendant,  Timothy C. Capps. In
July 2002, GPN reached  resolution of its disputes with its former officers.  In
connection  with  the   resolution,   GPN  received  a  waiver  of  all  claims,
indemnification  for claims by a former landlord related to back and future rent
for premises  occupied by GPN before  August  2001,  and the return of shares of
GPN's common stock. In return, GPN waived all of its claims and paid $20,000.


Item 2.  Changes in Securities and Use of Proceeds
         None.

Item 3.  Defaults Upon Senior Securities
         None.

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

Item 5:  Other Information
         None.

Item 6.  Exhibits and Reports on Form 8-K

a. Exhibits
   --------

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

b. Reports on Form 8-K
   -------------------
       None.




                                       14
<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 August 13, 2002.



                                   GPN Network, Inc.



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




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