FORM 10-QSB

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

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

     For the quarterly period ended March 31, 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 May
15, 2001 was 11,554,655.
--------------------------------------------------------------------------------
                                       1
<PAGE>

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

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



                                                                  Page Number

PART I.    FINANCIAL INFORMATION

  Item 1.  Financial Statements:

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

           Consolidated Statements of Operations for the Three
           months ended March 31, 2001 (unaudited) and March 31,
           2000 (unaudited).............................................. 4

           Consolidated Statement of Cash Flows for the Three
           months ended March 31, 2001 (unaudited) and March 31,
           2000 (unaudited).............................................. 5

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

  Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of  Operations............... 12


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.............................. 15

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

  Item 5.  Other Information............................................ 15
 .
  Item 6.  Exhibits and Reports on Form 8-K............................. 15

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







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

                                       2

<PAGE>

ITEM 1. FINANCIAL STATEMENTS
               GPN Network, Inc. and Subsidiaries
                   Consolidated Balance Sheets
<TABLE>
<S>                                                        <C>               <C>

                                                               March 31,        December 31,
                                                                 2001               2000
                                                             (unaudited)
                        Assets                             ---------------   ----------------
                                           Current assets
                                Cash and cash equivalents  $       304,742   $       783,642
                             Marketable equity securities                0            39,374
                                      Accounts receivable                0            19,666
                                         Prepaid expenses           40,040                 0
                                                           ---------------   ---------------
                                     Total Current Assets          344,782           842,682

  Property and equipment, net of accumulated depreciation
of $26,589 and $93,017 at March 31, 2001 and December 30,
                                       2000, respectively          171,100           404,671
Capitalized web site development cost, net of accumulated
    amortization of $54,234 and $36,651 at March 31, 2001           86,430           104,013
                       and December 30, 2000 respectively

                                             Other Assets          125,166           114,598
                                                           ---------------   ---------------
                                                           $       727,478   $     1,465,964
                                                           ===============   ===============
     Liabilities and Stockholders' Equity (Deficit)
                                      Current Liabilities
                    Accounts payable and accrued expenses  $       176,321   $       236,001

                                        Other liabilities          150,000           150,000
                                         Deferred revenue            1,125            32,128
                                                           ---------------   ---------------
                                        Total liabilities          327,446           418,129

                                        Minority interest          427,689           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, 10,347,155 and 10,517,447 shares
            issued and outstanding, at March 31, 2001 and
                       and December 31, 2000 respectively           10,347            10,517
                               Additional paid-in capital        2,826,378         2,675,107
                                    Deferred compensation           (5,207)           (6,770)
                                      Accumulated deficit       (2,859,175)       (2,060,469)
                                                           ---------------   ---------------
                     Total stockholder's equity (deficit)          (27,657)          618,385
                                                           ===============   ===============
                                                           $       727,478   $     1,465,964
                                                           ===============   ===============
</TABLE>
           See accompanying notes to consolidated financial statements
                                       3
<PAGE>

                       GPN Network, Inc. and Subsidiaries
                      Consolidated Statements of Operations

                                               For the Three     For the Three
                                                Months Ended      Months Ended
                                                  March 31,         March 31,
                                                    2001              2000
                                                (unaudited)        (unaudited)
                                               ---------------   --------------

                                    Revenues   $        2,587    $           0

                         Operating Expenses:
                       Employee compensation          295,701           126,232
Selling, general and administrative expenses          309,571           224,293
                                               --------------    --------------
                    Total operating expenses          605,272           350,525
                                               --------------    --------------

                              Operating loss         (602,685)         (350,525)

                     Other income (expense):
                             Interest income            3,813             7,360
               Loss on marketable securities          (39,374)                0
                     Loss on impaired assets         (187,500)                0
                                       Other           29,440                 -
                                               --------------    --------------
                Total other income (expense)         (193,621)            7,360
                                               --------------    --------------

             Loss before provision for taxes         (796,306)         (343,165)

                         Provision for taxes            2,400               800
                                               ==============    ==============
                                    Net Loss   $     (798,706)   $     (343,965)
                                               ==============    ==============
     Basic and diluted net loss available to
         common shareholder per common share   $        (0.08)   $        (0.04)
                                               ==============    ==============
          Basic and diluted weighted average
                   common shares outstanding       10,399,786         9,521,819
                                               ==============    ==============











           See accompanying notes to consolidated financial statements


                                       4
<PAGE>

                  GPN Network, Inc and Subsidiaries
                Consolidated Statements of Cash Flows
<TABLE>
<S>                                                                <C>              <C>
                                                                   For the Three     For the Three
                                                                    Months Ended     Months Ended
                                                                      March 31,        March 31,
                                                                        2001             2000
                                                                     (unaudited)     (unaudited)
                                                                   -------------    --------------
                          Cash flows from operating activities:
                                                       Net loss    $   (798,706)    $    (343,965)
             Estimated fair market value of vested common stock               0            33,063
                                           granted to employees
 Estimated fair market value of warrants granted to consultants               0             8,658
                        Amortization of prepaid consulting fees           1,563                 -
Adjustments to reconcile net loss to net cash used in operating
                                                     activities
                                  Depreciation and amortization          63,654             1,970
                              Write off of capitalized software         187,500            12,000
                                        Write off of securities          39,374                 0
                   Changes in operating assets and liabilities:
                                            Accounts receivable          19,666                 0
                                               Prepaid expenses         (40,040)                0
                                                   Other assets         (10,568)          (16,499)
                          Accounts payable and accrued expenses         (59,680)           80,807
                                              Deferred revenues         (31,003)            5,500
                                                                    -----------     -------------
                          Net cash used in operating activities        (628,240)         (218,466)

                         Cash flows from investment activities:
                             Purchase of property and equipment               0           (69,498)
                             Costs incurred to develop web site               0           (97,736)
                                              Minority interest          (1,761)                0
                                                                    -----------     -------------
                          Net cash used in investing activities          (1,761)         (167,234)

                          Cash flows from financing activities:
                                 Founders' capital contribution               0               500
  Proceeds from the sale of common stock, net of offering costs         151,101         3,148,877
                                                                    ------------    -------------
                      Net cash provided by financing activities         151,101         3,149,377

                                Net increase (decrease) in cash        (478,900)        2,763,677

                                    Cash at beginning of period         783,642                 0
                                                                    ===========     =============
                                          Cash at end of period     $   304,742     $   2,763,677
                                                                    ===========     =============
               Supplemental disclosure of cash flow information
                               Cash paid during the period for:
                                                       Interest     $         0     $           0
                                                                    ===========     =============
                                                  Income Taxes      $         0     $           0
                                                                    ===========     =============
</TABLE>
     See accompanying notes to consolidated financial statements

                                       5
<PAGE>

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

NOTE 1 - BASIS OF PRESENTATION
------------------------------
The financial  statements of  GoPublicNow.com  ("GPN" or the  "Company") for the
three months ended March 31, 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
--------------------
GoPublicNow.com,  Inc. ("GPN" or the "Company") was  incorporated on December 2,
1999 according to the laws of Nevada.  The Company was in the development  stage
through August 31, 2000. During the development stage, the Company was primarily
engaged  in  raising  capital,  obtaining  financing,  developing  its web site,
advertising and marketing the Company, and administrative functions. The Company
provides  a web site  dedicated  to  helping  their  customers  grow and  obtain
financing for their business ventures.

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.
and GoNow Securities, Inc. are majority owned subsidiaries; GPN Securities, Inc.
and Dermedics, Inc. are wholly owned subsidiaries.  GoNow
Securities,  GPN Securities,  and Dermedics,  Inc. are in the development stage.
All significant  intercompany  balances and transactions have been eliminated in
consolidation.












                                      6
<PAGE>

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

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 March
31, 2001 and  December  31,  2000,  an  accumulated  deficit of  $2,859,175  and
$2,060,469 at March 31, 2001 and December 31, 2000 respectively,  and has a lack
of operational history,  among other matters, that raise substantial doubt about
its  ability to continue as a going  concern.  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.

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 $798,706  for the three  months  ended March 31, 2001.
The Company's cash balance at March 31, 2001 was $304,742.  There is substantial
doubt as to  whether  revenues  projected  to be  generated  from new  contracts
subsequent  to  March  31,  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 ended March 31,  2001,  the Company  recorded no
deferred  revenue based upon the receipt of marketable  securities.  Pursuant to
the  Statements  of Financial  Accounting  Standards  No. 115,  "Accounting  for
Certain  Investments  in  Debt  and  Equity  Securities",   available  for  sale
investments  are to be recorded at their fair market value,  with any unrealized
gain or loss to be reported as other comprehensive income (loss) for the period,
unless the loss is determined  to be  permanent,  at which time the loss will be
recorded in the  statement  of  operations.  As of March 31,  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 three months ended March
31, 2001, which the Company  recorded as a loss on marketable  securities in the
accompanying statements of operations.
                                       7
<PAGE>

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

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  has  capitalized  approximately  $140,000 of web site
development  costs through March 31, 2001.  The Company  began  amortizing  this
website in April 2000.  For the three months  ended March 31, 2001,  the Company
has recognized $17,583 of amortization expense on its website.

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

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

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

                                       8
<PAGE>

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

definition  of employee  for  purposes of applying  APB 25, (b) the criteria for
determining  whether  a plan  qualifies  as a  non-compensatory  plan,  (c)  the
accounting  consequence for various  modifications  to the terms of a previously
fixed stock  option or award,  and (d) the  accounting  for an exchange of stock
compensation  award in a  business  combination.  FIN 44 did not have a material
effect on the financial statements.

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

NOTE 3 - 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 three  months  ended March 31, 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 4 - 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
March 31, 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 $163,500,

                                       9
<PAGE>

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

net of offering  costs of $12,399.  Although  the money has been  received as of
March 31, 2001, the stock certificates had not been issued as of March 31, 2001.
For purposes of these financial statements the stock is treated as issued.

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 March 31, 2001, no units have yet been sold.

Stock Cancellations
-------------------
On February 7, 2001,  the Company  canceled  333,792 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 381,250 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 three  months ended March 31, 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 96,000 of the options currently issued were
cancelled. In addition, options to purchase 91,250 shares of the Company's stock
issued  prior to  January  1, 2001 were  cancelled  when  these  employees  were
terminated.

NOTE 5 - CONTINGENCIES
----------------------
On April 12, 1999, the Company,  under its former management,  filed a complaint
in the Denver  District  Court  against  two former  employees  of the  Company,
entitled  DermaRX  Corporation  vs.  Gerit D.  Mulder and Lee  Booras,  alleging
improper use of trade secrets and confidential information,  breach of fiduciary
duty, failure to assign patent rights and for return of unearned bonus payments.
On July 15,  1999,  the  defendants  filed a  response  denying  the  claims and
asserting  counterclaims  for breach of  contract,  failure to pay  compensation
including cash and stock.  Current  management of the Company is not fully aware
of all of the facts in connection  with the action,  and has not taken any steps
to further prosecute the action since the date of the 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.



                                       10
<PAGE>

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


NOTE 6 - RELATED PARTY TRANSACTIONS
-----------------------------------
The  Company  continues  to  subleases  it prior  office  location at 5000 Birch
Street,  West Tower, Suite 4900, Newport Beach, CA 92660 from a company owned by
Bruce Berman,  the Company's  President and Chairman of the Board.  To date, the
Company has been  unsuccessful  in its attempts to find a tenant for the office,
and currently pays rent in the amount of $4,368 per month.

NOTE 7 - SUBSEQUENT EVENTS
--------------------------

Merger Partner
--------------
On May 11,  2001,  the Company  issued a press  release  announcing  that it was
seeking a merger partner.


GoBizNow.com Merger
-------------------
Subsequent to the quarter  ending March 31, 2001,  GoBizNow.com  was merged into
the Parent  company,  GPN Network,  Inc. The terms of the merger  called for 1.4
common  shares of GPN Network,  Inc.  common  stock to be exchanged  for every 1
share of  GoBizNow.com  common stock issued and  outstanding at the merger date.
Effective April 4,2001 the merger increased the number of outstanding  shares of
GPN Network, Inc common stock by an additional 1,207,500 shares.


























                                       11
<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,  THE  UNPREDICTABILITY  OF ITS FUTURE REVENUES,  THE
UNPREDICTABLE  AND  EVOLVING  NATURE  OF  ITS  KEY  MARKETS,  REGULATION  IN THE
SECURITIES AND MERGERS AND ACQUISITIONS INDUSTRY, COMPETITION,  INTERNET-RELATED
RISKS, DEPENDENCE ON KEY PERSONNEL, DEPENDENCE ON CONTENT ACQUISITION,  CREATION
AND LICENSING,  AND THE GROWTH OF GPN NETWORK'S NEED FOR ADDITIONAL CAPITAL. GPN
NETWORK  UNDERTAKES  NO  OBLIGATION  TO UPDATE  ANY  FORWARD-LOOKING  STATEMENT,
WHETHER AS A RESULT OF NEW  INFORMATION,  FUTURE  EVENTS OR  OTHERWISE.  READERS
SHOULD CAREFULLY REVIEW THE FACTORS SET FORTH IN OTHER REPORTS OR DOCUMENTS THAT
GPN NETWORK FILES FROM TIME-TO-TIME WITH THE SEC AND MATTERS GENERALLY AFFECTING
ONLINE COMMERCE.

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

The Company has been  advised by its counsel  that  certain of its  transactions
must be  conducted  through a  broker-dealer.  The  Company is in the process of
obtaining  a  broker-dealer   through  both  internal  development  and  through
acquisition.  If  this is not  achieved  and  the  Company  does  not  obtain  a
broker-dealer,  the Company would encounter  significant  difficulty in carrying
out its business plan.






                                       12
<PAGE>

RESULTS OF  OPERATIONS  - THREE  MONTHS  ENDED MARCH 31, 2001  COMPARED TO THREE
--------------------------------------------------------------------------------
MONTHS ENDED MARCH 31, 2000
---------------------------
Revenue
-------
The Company  recognized revenue of $2,587 for the three month period ended March
31, 2001 compared to no revenue for the three months ended March 31, 2000.  This
revenue was derived primarily from e-commerce  consulting,  business development
services,  and listing fees. Of this amount there was no recognition of deferred
revenue  based  upon the  receipt  of  marketable  equity  securities  in client
companies.

Employee Compensation
---------------------
Employee  compensation  was  $295,701  for the three months ended March 31, 2001
which is a 134%  increase  over the  employee  compensation  of $126,232 for the
three months ended March 31, 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 three months ended March 31, 2001.

Selling, General and Administrative expenses
--------------------------------------------
Selling, general, and administrative expenses were $309,571 for the three months
ended  March  31,  2001,  which is a 38%  increase  over  selling,  general  and
administrative  expenses of $224,293  for the three months ended March 31, 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 increase is primarily due to the Company's  full  operating
cycle for the three months ended March 31, 2001.

Interest Income and Expense
---------------------------
Interest income for the three months ended March 31, 2001 was $3,813, which is a
48% decrease from the interest income of $7,360 for the three months ended March
31, 2000, which is primarily due to the consumption of cash in operations.
The Company had no interest expense for either period.

Net Loss
--------
For the reasons  stated  above,  the Company had a net loss of $798,706  for the
three months ended March 31, 2001 which is a 132%  increase over the net loss of
$343,965 for the three months ended March 31, 2000.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
At March 31,  2001,  the  Company  had  $344,782  in current  assets,  including
$304,742 in cash.  Also at March 31, 2001  current  liabilities  were  $327,466,
resulting in a working  capital of $17,336.  The Company has used  $2,402,989 in
cash to fund its operations  from the period of inception to March 31, 2000. The
Company used cash in its operations of $628,240 for the three months ended March
31, 2001,  which is a 188% increase over the cash used in operations of $218,466
for the three  months  ended March 31, 2000,  primarily  attributable  to a full


                                       13
<PAGE>

three months of active operations for the three months ended March 31, 2001. The
Company used cash in its  investment  activities  of $1,761 for the three months
ended March 31, 2001, as compared to the cash used in  investment  activities of
($167,234) for the three months ended March 31, 2000, primarily  attributable to
a full three  months of active  operations  for the three months ended March 31,
2001.  The Company  received of $151,101  for the three  months  ended March 31,
2001,  as compared to the cash from its financing  activities of $3,149,377  for
the three  months ended March 31, 2000,  primarily  attributable  to the sale of
common stock during the three months ended March 31, 2001.

The Company generated  insignificant revenue during the quarter, 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.  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

         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 $163,500, (net of offering
         costs of $12,399).

         During the three  months  ended March 31,  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 96,000 of the
         options  currently  issued  were  cancelled.  In  addition,  options to
         purchase  91,250 shares of the Company's  stock issued prior to January
         1, 2001 were cancelled when these employees were terminated.

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.
                                       15
<PAGE>

SIGNATURES
----------
Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized, on May 21, 2001



                                           GPN Network, Inc.



                                           By:/s/ Bruce A. Berman
                                              -------------------
                                              Bruce A. Berman
                                              President, Chief Executive Officer







































                                       16