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 June 30, 2001

                                                             or

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

       For the transition period from ___________  to  _____________

Commission File Number: 033-05384


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


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


18881 Von Karmen,  Ste 100, Irvine,  California                   92612
-------------------------------------------------------------------------------
   (Address of principal executive offices)                      Zip Code


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


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


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

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

       The  number of shares  outstanding  of  Registrant's  common  stock as of
August 13, 2001 was 11,830,697.


<PAGE>

                       GPN NETWORK, INC. AND SUBSIDIARIES


                                TABLE OF CONTENTS


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

PART I.         FINANCIAL INFORMATION

     Item 1.    Financial Statements:

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

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

                Consolidated Statement of Cash Flows for the Six  months ended
                June 30, 2001 (unaudited) and June 30, 2000 (unaudited).......5

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

     Item 2.    Management's Discussion and Analysis of
                Financial Condition and Results of  Operations...............11

PART II.        OTHER INFORMATION

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

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

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

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

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

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



                                       2
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

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

<CAPTION>
                                                                              June 30,           December 31,
                                                                                2001                 2000
                                                                             (unaudited)
                                                                           -------------       --------------
<S>                                                                        <C>                 <C>
                           Assets
Current assets
   Cash and cash equivalents                                                $     19,130        $     783,642
   Marketable equity securities                                                        0               39,374
   Accounts receivable                                                                 0               19,666
   Prepaid expenses                                                                5,596                    0
                                                                            -------------       --------------
      Total Current Assets                                                        24,726              842,682

Property and equipment, net of accumulated depreciation
   and impairment reserve of $354,188 and $93,017 at
   June 30, 2001 and December 31, 2000, respectively                              31,000              404,671


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

Other Assets                                                                     123,660              114,598
                                                                            -------------       --------------
                                                                            $    179,386        $   1,465,964
                                                                            =============       ==============

          Liabilities and Stockholders' Equity (Deficit)
Current Liabilities
   Accounts payable and accrued expenses                                    $    209,583        $     236,001

Other liabilities                                                                150,000              150,000
Deferred revenue                                                                       0               32,128
                                                                            -------------       --------------

      Total liabilities                                                          359,583              418,129

Minority interest                                                                      0              429,450

Commitments and Contingencies

Stockholders' equity Preferred stock, 0.001 par value:
      10,000,000 shares authorized, no shares outstanding                              0                    0
   Common stock, $0.001 par value; 50,000,000 shares
      authorized, 11,830,697 (including 1,207,500 committed shares)
      and 10,517,447 shares issued and outstanding, at June 30, 2001
      and December 31, 2000, respectively                                         11,830               10,517
   Additional paid-in capital                                                  3,273,953            2,675,107
   Deferred compensation                                                               0               (6,770)
   Accumulated deficit                                                        (3,465,980)          (2,060,469)
                                                                            -------------       --------------
      Total stockholder's equity (deficit)                                      (180,197)             618,385

                                                                            -------------       --------------
                                                                            $    179,386        $   1,465,964
                                                                            =============       ==============


                          See accompanying notes to consolidated financial statements


</TABLE>



                                       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,
                                                                     2001              2000              2001              2000
                                                                  (unaudited)       (unaudited)      (unaudited)       (unaudited)
                                                                --------------     -------------    --------------    -------------

<S>                                                             <C>                 <C>              <C>              <C>
Revenues                                                        $         (0)                0            2,587                  0

Operating expenses:
   Employee compensation                                             168,762           243,052          464,463            369,284
   Selling, general and administrative expenses                      229,454           447,726          539,025            672,019

                                                                -------------      ------------     ------------      -------------
      Total operating expenses                                       398,216           690,778        1,003,488          1,041,303

Operating loss                                                      (398,216)         (690,778)      (1,000,901)        (1,041,303)

Other income (expense):
   Interest income                                                       545            25,463            4,358             32,823
   Loss on marketable securities                                           0                 0          (39,374)                 0
   Loss on impairment of long-lived assets                          (203,365)                0         (390,865)                 0
   Other income (expense)                                             (5,769)                0           23,671                  0

                                                                 ------------      ------------     ------------      -------------
      Total other income (expense)                                  (208,589)           25,463         (402,210)            32,823

Loss before provision for taxes                                     (606,804)         (665,315)      (1,403,111)        (1,008,480)

Provision for taxes                                                        0               800            2,400              1,600

                                                                 ------------      ------------     ------------      -------------
Net loss                                                        $   (606,804)      $  (666,115)     $(1,405,511)      $ (1,010,080)

Other comprehensive income - unrealized loss on marketable                 0           (63,000)               0            (45,285)
   equity securities, net of tax of $0

                                                                 ------------      ------------     ------------      -------------
Comprehensive loss                                              $   (606,804)      $  (729,115)     $(1,405,511)      $ (1,055,365)
                                                                =============      ============     ============      =============

Basic and diluted net loss available to common shareholder
   per common share                                             $      (0.05)            (0.06)           (0.12)             (0.10)
                                                                =============      ============     ============      =============

Basic and diluted weighted average common shares
   outstanding                                                    11,034,543        10,828,164       11,332,287         10,085,219
                                                                =============      ============     ============      =============





                          See accompanying notes to consolidated financial statements

</TABLE>


                                       4
<PAGE>
<TABLE>

                                            GPN Network, Inc and Subsidiaries
                                          Consolidated Statements of Cash Flows


<CAPTION>
                                                                                   For the Six             For the Six
                                                                                   Months Ended            Months Ended
                                                                                     June 30,                June 30,
                                                                                       2001                    2000
                                                                                   (unaudited)             (unaudited)
                                                                                ----------------         ---------------

<S>                                                                              <C>                       <C>
Cash flows from operating activities:
   Net loss                                                                      $ (1,405,511)             (1,010,080)
   Estimated fair market value of vested common stock granted to employees             26,576                  35,407
   Estimated fair market value of warrants granted to consultants                           0                  12,990
   Amortization of prepaid consulting fees                                              1,563                       0
   Adjustments to reconcile net loss to net cash used in operating activities
      Depreciation and amortization                                                    86,820                  18,421
      Impairment of purchased capitalized software and website                        262,758                       0
      Impairment of property and equipment                                            128,106                  12,000
      Write off of securities                                                          39,374                       0
      Changes in operating assets and liabilities:
         Accounts receivable                                                           19,666                       0
         Prepaid expenses                                                              (5,596)                      0
         Other assets                                                                  (9,061)                (28,730)
         Accounts payable and accrued expenses                                        (26,417)                 80,510
         Deferred revenues                                                            (32,128)                 13,500

                                                                                --------------            ------------
   Net cash used in operating activities                                             (913,850)               (865,982)

Cash flows from investment activities:
   Cash paid in connection with the DMRX acquisition                                        0                (300,000)
   Purchase of property and equipment                                                       0                (138,703)
   Costs incurred to develop web site                                                       0                 (97,736)

                                                                                --------------            ------------
   Net cash used in investing activities                                                    0                (536,439)

Cash flows from financing activities:
   Payments for stock buyback                                                               0                (300,000)
   Founders' capital contribution                                                           0                     500
   Proceedsd from the sale of subsidiary common stock, net of offering costs                0                 129,150
   Proceeds from the sale of common stock, net of offering costs                      149,338               3,238,295

                                                                                --------------            ------------
   Net cash provided by financing activities                                          149,338               3,067,945

Net increase (decrease) in cash                                                      (764,512)              1,665,524

Cash at beginning of period                                                           783,642                       0

                                                                                --------------            ------------
Cash at end of period                                                            $     19,130             $  1,665,524
                                                                                ==============            ============

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


                              See accompanying notes to consolidated financial statements

</TABLE>


                                       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  and six  months  ended  June  30,  2001  are  unaudited.  Certain
information and note disclosures  normally included in the financial  statements
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America have been omitted. These financial statements should be
read in  conjunction  with the audited  financial  statements  and notes thereto
included in GPN's Form 10-KSB as of and for the period ended  December 31, 2000.
In the opinion of management,  the financial statements contain all adjustments,
consisting  of normal  recurring  adjustments,  necessary to present  fairly the
financial  position of GPN for the  periods  presented.  The  interim  operating
results may not be indicative of operating  results for the full year or for any
other interim periods.

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

GPN was  incorporated  on December 2, 1999 according to the laws of Nevada.  The
Company  was in the  development  stage  through  August  31,  2000.  During the
development  stage,  the  Company  was  primarily  engaged in  raising  capital,
obtaining  financing,  developing  its web site,  advertising  and marketing the
Company, and administrative functions. The Company provides a web site dedicated
to  helping  their  customers  grow and  obtain  financing  for  their  business
ventures.

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

Termination of Development Stage
--------------------------------

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

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

The consolidated  financial  statements  include the accounts of the Company and
GoBizNow.com,  GPN Securities, Inc., GoNow Securities, Inc., and Dermedics, Inc.
GoBizNow.com  is an  operating  company,  whose  merger  into  the  Company  was
completed as of June 30, 2001.  GoNow  Securities  and GPN Securities are in the
development stage. The Company plans to dissolve Dermedics, Inc. All significant
intercompany balances and transactions have been eliminated in consolidation.

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

The accompanying  consolidated  financial statements have been prepared assuming
the Company will continue as a going concern,  which  contemplates,  among other
things,  the realization of assets and satisfaction of liabilities in the normal
course of business.  The Company has incurred significant losses from operations
and  significant  negative cash flows from operations for the periods ended June
30, 2001 and  December  31,  2000,  an  accumulated  deficit of  $3,465,980  and
$2,060,469 at June 30, 2001 and December 31, 2000, respectively, and


                                       6
<PAGE>

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


has a lack of operational history,  among other matters,  that raise substantial
doubt  about its  ability to  continue  as a going  concern.  As a result of the
change of the control of the Company  subsequent  to June 30, 2001 (see Note 8),
the Company  hopes to generate  revenues  from new revenue  sources and increase
margins as a result of new  contracts  and other cost cutting  measures.  In the
absence  of  significant  revenue  and  profits,  the  Company  intends  to fund
operations  through  additional  debt and equity  financing  arrangements  which
management  believes  may be  insufficient  to fund  its  capital  expenditures,
working capital, and other cash requirements for the fiscal year ending December
31, 2001.  Therefore,  the Company may be required to seek  additional  funds to
finance its long term operations.  The successful  outcome of future  activities
cannot be determined at this time and there are no assurances  that if achieved,
the Company will have sufficient funds to execute its intended  business plan or
generate positive operating results.

Risks and Uncertainties
-----------------------

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

The Company has a loss of $606,804 for the three months and  $1,405,511  for the
six months ended June 30, 2001.  The Company's cash balance at June 30, 2001 was
$19,130.  There is  substantial  doubt as to whether  revenues  projected  to be
generated  from new business as a result of the change in control of the Company
subsequent to June 30, 2001 will be sufficient to fund the Company's operations,
capital  expenditures,  working capital  requirements  and web site  development
costs for the next twelve months. There is no assurance the Company will be able
to generate  sufficient revenues or obtain sufficient funds when needed, or that
such funds, if available, will be obtained on terms satisfactory to the Company.

Marketable Securities
---------------------

Marketable securities consist of equity securities and are stated at fair market
value.  During the three months and six months ended June 30, 2001,  the Company
recorded no deferred  revenue based upon the receipt of  marketable  securities.
Pursuant to the  Statement of  Financial  Accounting  Standards  No. 115, ("SFAS
115"),  "Accounting  for  Certain  Investments  in Debt and Equity  Securities",
available  for sale  investments  are to be recorded at their fair market value,
with any unrealized  gain or loss to be reported as other  comprehensive  income
(loss) for the period,  unless the loss is determined to be permanent,  at which
time the loss will be recorded in the  statement of  operations.  As of June 30,
2001, the Company determined the fair market value of the underlying  marketable
securities to be $0, resulting in a permanent loss of $39,374 for the six months
ended  June  30,  2001,  which  the  Company  recorded  as a loss on  marketable
securities in the accompanying statements of operations.

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

In March 2000,  the Emerging  Issues Task Force reached a consensus on Issue No.
00-2,  "Accounting for Web Site  Development  Costs" ("EITF 00-2").  Pursuant to
EITF 00-2,  the  Company  had  capitalized  approximately  $140,000  of web site
development  costs  through June 30, 2001.  The Company  began  amortizing  this
website in April  2000.  During the three  months and six months  ended June 30,
2001, the Company has recognized  amortization  expenses of $17,583 and $35,166,
respectively.  See below for impairment  loss  recognized on intangibles at June
30, 2001.


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


Impairment of Long-Lived Assets
-------------------------------

The Company evaluates the recoverability of long-lived assets in accordance with
Statement of  Financial  Accounting  Standards No. 121 ("SFAS 121"), "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of." SFAS 121 requires  recognition  of impairment  of long-lived  assets in the
event the net book value of such  assets  exceeds the future  undiscounted  cash
flows attributable to such assets.

At June 30, 2001 the Company has determined that there has been an impairment of
its websites and of a portion of its property and equipment due to the impending
change in business direction of the Company as a result of the change in control
(see Note 8). As a result,  the Company has written off the unamortized  balance
of $262,758 of its websites and purchased  capitalized software (see Note 4) and
$128,106 of its  property  and  equipment  as a loss on  impaired  assets in the
accompanying statements of operations.

Revenue Recognition
-------------------

The Company  recognizes  revenue during the month in which services are provided
and on a straight-line  basis over the life of the membership dues received.  On
certain  agreements,  the  Company  will take an equity  position  in the client
rather than a cash position,  which the Company will record pursuant to SFAS 115
and record deferred revenue and recognize the revenue over the contract life, as
defined. In addition, the agreements may contain a return of equity clause which
specifies  that the Company may be required,  under  certain  circumstances,  to
return all equity  instruments  to its clients.  In  contracts  with a return of
equity clause, the Company does not record any revenue or deferred revenue until
such time as the return of equity clause is removed or is otherwise no longer is
in effect.

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

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

The Company has adopted  Statement of  Financial  Accounting  Standards  No. 128
("SFAS 128"),  "Earnings Per Share." Under SFAS 128, basic earnings per share is
computed  by  dividing   income   available  to  common   shareholders   by  the
weighted-average  number of common shares assumed to be  outstanding  during the
period of computation.  Diluted  earnings per share is computed similar to basic
earnings  per share  except that the  denominator  is  increased  to include the
number of  additional  common  shares  that would have been  outstanding  if the
potential common shares had been issued and if the additional common shares were
dilutive.  Because the Company has incurred  net losses,  basic and diluted loss
per  share  are  the  same  as  additional  potential  common  shares  would  be
anti-dilutive.

Accounting for Certain Stock Transactions Involving Stock Compensation
----------------------------------------------------------------------

The Company has adopted FASB  Interpretation  No. 44 ("FIN 44")  "Accounting for
Certain  Transactions  involving Stock  Compensation,"  an interpretation of APB
Opinion 25 ("APB 25").  FIN 44 clarifies the  application  of APB 25 for (a) the
definition  of employee  for  purposes of applying  APB 25, (b) the criteria for
determining  whether  a plan  qualifies  as a  non-compensatory  plan,  (c)  the
accounting consequence for various


                                       8

<PAGE>

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


modifications  to the terms of a previously fixed stock option or award, and (d)
the  accounting  for an  exchange  of stock  compensation  award  in a  business
combination. FIN 44 did not have a material effect on the financial statements.

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

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

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

At June 30,  2001,  other  assets  consists  primarily  of deposits  held by the
landlord of the Company's leased office space and the cost of acquisition of the
Company's broker-dealer subsidiary, GoNow Securities, Inc.

NOTE 4  - OTHER LIABILITIES
---------------------------

In June 2000, the Company signed a software licensing agreement for $300,000, of
which the Company paid $150,000 and accrued $150,000, which is recorded as other
liabilities  in the  accompanying  balance  sheet.  The  software is for website
development;  as  a  result  the  Company  capitalized  the  software  licensing
agreement under Property and Equipment. The Company is currently in negotiations
to return  the  software,  and during  the six  months  ended June 30,  2001 the
Company has determined that there has been an impairment of the related software
due to  lack of  revenue  and as a  result,  the  Company  has  written  off the
unamortized balance of $187,500 as a loss on impaired assets in the accompanying
statements of operations.

NOTE 5 - STOCKHOLDERS' EQUITY
-----------------------------

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

The Company's  articles of  incorporation  authorize up to 10,000,000  shares of
$0.001 par value preferred stock. Shares of preferred stock may be issued in one
or more  classes or series at such time the Board of  Directors  determine.  All
shares of any series shall be equal in rank and identical in all respects. As of
June 30, 2001, no preferred shares have been designated or issued.

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

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


                                       9
<PAGE>

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


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

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

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

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

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

Stock Options
-------------

From time to time,  the Company may issue  non-plan  stock  options  pursuant to
various  agreements  with other  compensatory  arrangements.  Under the terms of
various  employment  agreements  with  employees,  the Company issued options to
purchase 571,250 shares of the Company's common stock at exercise prices ranging
from $0.25 per share to $3.75 per share (the  estimated fair market value on the
date of grant by the Company).  The options vest over a periods ranging from two
months to twenty-four months and are exercisable  through March 2010. During the
six  months  ended  June 30,  2001 the  Company  recognized  $1,563 of  non-cash
compensation expense related to these options.

During the six months  ended  June 30,  2001,  the  Company  granted  options to
employees to purchase 109,000 shares of stock at $2.00 per share.  Most of these
employees were later  terminated,  and all of these options were  cancelled.  In
addition, options to purchase 556,250 shares of the Company's stock issued prior
to January 1, 2001 were cancelled when these  employees  were  terminated.  As a
result of the  cancellation of these options the Company  reversed the remaining
balance of deferred  compensation of $5,207 against  additional paid in capital.
At June 30, 2001, there were  outstanding  options to purchase a total of 15,000
shares of the Company's common stock.

NOTE 6  - CONTINGENCIES
-----------------------

On April 12, 1999, the Company,  under its former management,  filed a complaint
in the Denver  District  Court  against  two former  employees  of the  Company,
entitled  DERMARX  CORPORATION  VS.  GERIT D.  MULDER AND LEE  BOORAS,  alleging
improper use of trade secrets and confidential information,  breach of fiduciary
duty, failure to assign patent rights and for return of unearned bonus payments.
On July 15, 1999, the defendants filed a response denying the claims and


                                       10
<PAGE>
                       GPN Network, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements


asserting  counterclaims  for breach of  contract,  failure to pay  compensation
including cash and stock.  The  plaintiffs  and  defendants  agreed to conduct a
settlement  conference  before the Denver  District  Court on October 25,  2001.
Current  management  of the  Company  is not fully  aware of all of the facts in
connection with the action, and has not taken any steps to further prosecute the
action since the date of the Merger.  Management  cannot  presently  predict the
outcome  of this  action  or the  affect  upon the  Company  if the  outcome  is
unfavorable,  but has no reason to believe that the outcome will be  unfavorable
to the Company or that an unfavorable outcome would result in material liability
to the Company.

At August 17,  2001,  the  Company was 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.  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  iabilities are included in the accompanying
financial statements.

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

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

NOTE 8  - SUBSEQUENT EVENTS
---------------------------

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

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

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

EXCEPT FOR HISTORICAL  INFORMATION  CONTAINED  HEREIN,  THE MATTERS DISCUSSED IN
THIS FORM  10-QSB ARE  FORWARD-LOOKING  STATEMENTS  THAT ARE  SUBJECT TO CERTAIN
RISKS AND  UNCERTAINTIES  THAT COULD CAUSE ACTUAL  RESULTS TO DIFFER  MATERIALLY
FROM THOSE SET FORTH IN SUCH FORWARD LOOKING  STATEMENTS.  SUCH  FORWARD-LOOKING
STATEMENTS MAY BE IDENTIFIED BY THE USE OF CERTAIN FORWARD-LOOKING  TERMINOLOGY,
SUCH AS "MAY," "WILL," "EXPECT,"  "ANTICIPATE,"  "INTEND," "ESTIMATE," "BELIEVE"
OR COMPARABLE  TERMINOLOGY THAT INVOLVES RISKS OR  UNCERTAINTIES.  ACTUAL FUTURE
RESULTS  AND  TRENDS MAY  DIFFER  MATERIALLY  FROM  HISTORICAL  AND  ANTICIPATED
RESULTS,  WHICH MAY OCCUR AS A RESULT OF A VARIETY  OF  FACTORS.  SUCH RISKS AND
UNCERTAINTIES  INCLUDE,  WITHOUT  LIMITATION,  GPN NETWORK'S  LIMITED  OPERATING
HISTORY,  THE


                                       11
<PAGE>

UNPREDICTABILITY  OF ITS FUTURE REVENUES,  THE UNPREDICTABLE AND EVOLVING NATURE
OF ITS KEY MARKETS,  REGULATION IN THE SECURITIES  AND MERGERS AND  ACQUISITIONS
INDUSTRY,  COMPETITION,  INTERNET-RELATED  RISKS,  DEPENDENCE ON KEY  PERSONNEL,
DEPENDENCE ON CONTENT ACQUISITION, CREATION AND LICENSING, AND THE GROWTH OF GPN
NETWORK'S NEED FOR ADDITIONAL  CAPITAL.  GPN NETWORK UNDERTAKES NO OBLIGATION TO
UPDATE ANY  FORWARD-LOOKING  STATEMENT,  WHETHER AS A RESULT OF NEW INFORMATION,
FUTURE  EVENTS OR OTHERWISE.  READERS  SHOULD  CAREFULLY  REVIEW THE FACTORS SET
FORTH IN OTHER  REPORTS OR DOCUMENTS  THAT GPN NETWORK  FILES FROM  TIME-TO-TIME
WITH THE SEC AND MATTERS GENERALLY AFFECTING ONLINE COMMERCE.

Overview
--------

The  Company's  websites  are at the core of its  business  model.  The  Company
intends to list its client  companies along with related  information  about the
client companies (including specific financing  requirements) and provide access
to this  information to funding  sources.  The Company  recognizes  revenue from
these  agreements  over the period  during which client  companies are listed on
this website.  The Company's website became operational on September 1, 2000. In
August 2001, a change in control of the Company  occurred in  anticipation  of a
change in the Company's ongoing business plan.

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

Revenue
-------

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

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

Employee  compensation  was  $168,762  for the three  months ended June 30, 2001
which is a 31% decrease from the employee compensation of $243,052 for the three
months  ended June 30,  2000.  This  amount  consists  primarily  of officer and
employee  salaries and the decrease is primarily due to the Company's  reduction
in workforce implemented during the period.

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

Selling, general, and administrative expenses were $229,454 for the three months
ended  June  30,  2001,  which  is a 49%  decrease  from  selling,  general  and
administrative  expenses of $447,726  for the three  months ended June 30, 2000.
The  primary   components  of  this  amount  were  legal  and  accounting  fees,
depreciation  and  amortization,  rent,  advertising,  and internet  content and
service fees and the decrease is primarily  due to the  Company's  cost controls
and  operational  cutbacks  implemented  during the three  months ended June 30,
2001.

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

Interest  income for the three months  ended June 30, 2001 was $545,  which is a
98% decrease from the interest income of $25,463 for the three months ended June
30, 2000. The decrease is the result of lower cash balances.  The Company had no
interest expense for either period.


                                       12

<PAGE>

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

Other  income and  expense  for the three  months  ended June 30, 2001 was a net
expense of $209,134  compared to none for the three  months ended June 30, 2000.
The increase is due primarily to the  impairment  of the  Company's  capitalized
website costs,  capitalized purchased software, and furniture and equipment as a
result of the impending change in the Company's business plan.

Net Loss
--------

For the reasons  stated  above,  the Company had a net loss of $606,804  for the
three  months  ended June 30, 2001 which is a 9%  decrease  from the net loss of
$666,115 for the three months ended June 30, 2000.

RESULTS OF  OPERATIONS - SIX MONTHS  ENDED JUNE 30, 2001  COMPARED TO SIX MONTHS
ENDED JUNE 30, 2000

Revenue
-------

The Company recognized $2,587 in revenue for the six month period ended June 30,
2001  compared to no revenue for the six month months  ended June 30 2000.  This
revenue was derived primarily from e-commerce  consulting,  business development
services,  and listing fees.  The small  revenue  total is due to  uncertainties
regarding web-based services along with volatility in the capital markets, which
have negatively impacted demand for the Company's products.

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

Employee  compensation was $464,463 for the six months ended June 30, 2001 which
is a 26% increase over the employee  compensation of $369,284 for the six months
ended June 30,  2000.  This amount  consists  primarily  of officer and employee
salaries and the increase is primarily due to the Company's full operating cycle
for the six months ended June 30, 2001.

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

Selling,  general, and administrative  expenses were $539,025 for the six months
ended  June  30,  2001,  which  is a 20%  decrease  from  selling,  general  and
administrative  expenses of $672,019 for the six months ended June 30, 2000. The
primary  components of this amount were legal and accounting fees,  depreciation
and amortization,  rent, advertising, and internet content and service fees. The
decrease is primarily due to the Company's cost control  program and operational
cutbacks which were implemented during the period ending June 30, 2001.

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

Interest  income  for the six  months  ended June 30,  2001 was  $4,358,  an 87%
decrease from interest income of $32,823 for the six months ended June 30, 2000.
This  decrease  is the result of  reduced  cash  balances.  The  Company  had no
interest expense for either period.

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

Other  income  and  expense  for the six months  ended  June 30,  2001 was a net
expense of $406,568 compared to none for the six months ended June 30, 2000. The
increase is due primarily to the impairment of the Company's capitalized website
costs,  capitalized purchased software,  and furniture and equipment as a result
of the impending change in the Company's business plan.


                                       13
<PAGE>

Net Loss
--------

For the reasons  stated above,  the Company had a net loss of $1,405,511 for the
six months  ended June 30,  2001  which is a 39%  increase  over the net loss of
$1,010,080 for the six months ended June 30, 2000.

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

At June 30, 2001, the Company had $24,726 in current assets,  including  $19,130
in cash. Also at June 30, 2001 current  liabilities  were $359,583  resulting in
negative working capital of ($334,857) . The Company has used $2,685,079 in cash
to fund its operating  activities from the period of inception to June 30, 2001.
The Company used cash in its operating activities of $913,850 for the six months
ended June 30,  2001,  which is a 6%  increase  over the cash used in  operating
activities  of  $865,982  for the six  months  ended  June 30,  2000,  primarily
attributable to a full six months of active  operations for the six months ended
June 30, 2001. The Company had no investing  activities for the six months ended
June 30, 2001, as compared to the cash used in investing  activities of $536,439
for the six  months  ended  June 30,  2000,  primarily  attributable  to capital
expenditures  and the  buyback  of the  Company's  common  stock..  The  Company
received  proceeds  of  $149,338  for the six  months  ended June 30,  2001,  as
compared to the net cash from its financing activities of $3,067,945 for the six
months ended June 30, 2000,  primarily  attributable to the sale of common stock
during the six months ended June 30, 2001.

The Company has generated  insignificant revenue, and there is no guarantee that
the  Company  will  be able  to  generate  sufficient  revenue  to  fund  future
operations.  Under the  Company's  business  model,  the Company is  compensated
largely by shares of common stock in its client  companies;  thus the  Company's
success,  including its ability to fund future  operations,  depends  largely on
both the liquidity and market value of its client company's common stock.  There
can be no  assurance  that the  Company  will be able to  liquidate  its  client
company's  common  stock  in  sufficient  volume  to fund the  Company's  future
operations,  if at all. As a result,  the  Company  expects  its  operations  to
continue to use net cash,  and the  Company  may be required to seek  additional
debt or equity financings during the coming quarters.  There can be no assurance
that the  Company  will be able to  consummate  debt or equity  financings  in a
timely manner on a basis favorable to the Company, or at all.

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

The Company's  independent  certified  public  accountants  have stated in their
report  included in the Company's  2000 Form 10KSB that the Company has incurred
significant  losses from  operations  and  significant  negative cash flows from
operations,  has an accumulated deficit and a lack of operational history, among
other matters,  that raise  substantial doubt about its ability to continue as a
going  concern.  The  Company  hopes  to  continue  to  increase  revenues  from
additional revenue sources and increase margins as a result of new contracts and
other cost cutting measures.  In the absence of significant revenue and profits,
the  Company  intends  to fund  operations  through  additional  debt and equity
financing arrangements which management believes may be insufficient to fund its
capital  expenditures,  working  capital,  and other cash  requirements  for the
fiscal year ending December 31, 2001. Therefore,  the Company may be required to
seek  additional  funds to  finance  its long term  operations.  The  successful
outcome of future  activities cannot be determined at this time and there are no
assurances that if achieved,  the Company will have sufficient  funds to execute
its intended business plan or generate positive operating results.


                                       14
<PAGE>

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

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

Item 1.  Legal Proceedings

         On April 12, 1999, the Company,  under its former  management,  filed a
         complaint in the Denver District Court against two former  employees of
         the Company,  entitled DERMARX  CORPORATION VS. GERIT D. MULDER AND LEE
         BOORAS,  alleging  improper  use  of  trade  secrets  and  confidential
         information,  breach of fiduciary duty, failure to assign patent rights
         and for  return of  unearned  bonus  payments.  On July 15,  1999,  the
         defendants   filed  a  response   denying  the  claims  and   asserting
         counterclaims  for  breach of  contract,  failure  to pay  compensation
         including  cash and stock.  The  plaintiffs  and  defendants  agreed to
         conduct a settlement  conference  before the Denver  District  Court on
         October 25, 2001.  Current management of the Company is not fully aware
         of all of the facts in  connection  with the action,  and has not taken
         any steps to further prosecute the action since the date of the Merger.
         Management  cannot presently  predict the outcome of this action or the
         affect  upon the  Company  if the  outcome is  unfavorable,  but has no
         reason to believe that the outcome will be  unfavorable  to the Company
         or that an  unfavorable  outcome would result in material  liability to
         the Company.

Item 2.  Changes in Securities and Use of Proceeds

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


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

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

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

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

         3) During  the six months  ended June 30,  2001,  the  Company  granted
            options to  employees to purchase  109,000  shares of stock at $2.00
            per share. Most of these employees were later terminated, and all of
            these  options  were  cancelled.  In  addition,  options to purchase
            556,250  shares of the  Company's  stock  issued prior to January 1,
            2001 were cancelled when these  employees were  terminated.  At June
            30,  2001,  there were  outstanding  options to  purchase a total of
            15,000 shares of the Company's common stock.

                                       15
<PAGE>

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

Item 3.  Defaults Upon Senior Securities
         None.

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

Item 5:  Other Information
         None.

Item 6.  Exhibits and Reports on Form 8-K

Exhibits
--------
         None

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



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 20, 2001



                                         GPN Network, Inc.



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












                                       16