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

                               AMENDMENT NO. 1 TO

                                   FORM 10-KSB/A

     (Mark  One)

     [  X  ]  Annual report under Section 13 or 15(d) of the Securities Exchange
Act  of  1934

     For  the  fiscal  year  ended  December  31,  2001

     [    ]  Transition  report  under  Section  13  or  15(d) of the Securities
Exchange  Act  of  1934

     For  the  transition  period  from  _________  to  _________

     Commission  File  No.  0-23845

                         GO ONLINE NETWORKS CORPORATION
             (Exact name of registrant as specified in Its charter)

        DELAWARE                                          33-0873993
  (State  or  other  jurisdiction  of                   (IRS  Employer
 incorporation  or  organization)                    Identification  Number)


     5681  BEACH  BOULEVARD,  SUITE  101/100
         BUENA  PARK,  CALIFORNIA                                       90621
(Address of principal executive offices)                              (Zip Code)

     REGISTRANT'S  TELEPHONE  NUMBER,  INCLUDING  AREA  CODE    (714)  523-1648

     Indicate  by  check  mark  whether the 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  12  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  [   ].

     Check  if  there is no disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-B  is  not  contained  in this form, and no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [  X  ]

     State  issuer's  revenues  for  its most recent fiscal year.     $6,128,555

     State  the  aggregate  market  value of voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity  was  sold, or the average bid and asked prices of such common equity, as
of  a  specified  date within the past 60 days.  (See definition of affiliate in
rule  12b-2  of  the  Exchange  Act.)

     $2,270,187  based  on  the  closing price for the common stock on March 28,
2001.

<PAGE>

     Indicate  the  number of shares outstanding of each of the issuer's classes
of  common  stock,  as  of  the  latest  practicable  date.

As of December 31, 2001, there were 99,560,116 shares of common stock, par value
$0.001,  issued  and  outstanding.

                     DOCUMENTS  INCORPORATED  BY  REFERENCE

     If  the following documents are incorporated by reference, briefly describe
them  and  identify  the  part of the form 10-KSB (e.g., Part I, Part II, etc. )
into  which  the  document  is  incorporated:  (1) any annual report to security
holders;  (2)  any  proxy or information statement; and (3) any prospectus filed
pursuant to rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The  listed  documents  should  be clearly described for identification purposes
(e.g.,  annual  report  to  security  holders for fiscal year ended December 24,
1990).

None.

     Transitional  Small  Business  Disclosure  Format  (check  one):

     Yes  No   X
            ----

<PAGE>

                         GO ONLINE NETWORKS CORPORATION

                                TABLE OF CONTENTS


                                     PART I

Item  1          Description  of  Business.

Item  2          Description  of  Property.

Item  3          Legal  Proceedings.

Item  4          Submission  of  Matters  to  a  Vote  of  Security  Holders.

                                     PART II

Item  5          Market  for  Common  Equity  and  Related  Stockholder Matters.

Item  6          Management's  Discussion  and  Analysis  or Plan of Operations.

Item  7          Financial  Statements.

Item  8          Changes In and Disagreements With Accountants on Accounting and
Financial  Disclosure.

                                    PART III

Item  9          Directors,  Executive  Officers, Promoters and Control Persons;
Compliance  With  Section  16(a)  of  the  Exchange  Act.

Item  10          Executive  Compensation.

Item 11          Security Ownership of Certain Beneficial Owners and Management.

Item  12          Certain  Relationships  and  Related  Transactions.

Item  13          Exhibits  and  Reports  on  Form  8-K.

<PAGE>

                                     PART I

This Annual Report includes forward-looking statements within the meaning of the
Securities  Exchange  Act  of  1934  (the "Exchange Act").  These statements are
based  on  management's  beliefs  and  assumptions, and on information currently
available  to  management.  Forward-looking  statements  include the information
concerning  possible  or assumed future results of operations of the Company set
forth  under  the  heading  "Financial  Information-Management's  Discussion and
Analysis  of  Financial  Condition  or  Plan  of  Operation."  Forward-looking
statements  also  include  statements  in  which  words  such  as  "expect,"
"anticipate,"  "intend,"  "plan,"  "believe,"  "estimate," "consider" or similar
expressions  are  used.

Forward-looking  statements  are  not  guarantees  of  future performance.  They
involve  risks, uncertainties and assumptions.  The Company's future results and
shareholder  values  may  differ  materially  from  those  expressed  in  these
forward-looking  statements.  Readers are cautioned not to put undue reliance on
any  forward-looking  statements.


<PAGE>

ITEM  1  -  DESCRIPTION  OF  BUSINESS

NATURE  OF  BUSINESS

     Go  Online  Networks  is  a  technology  holding  company based in Southern
California.  Recently  Go  Online  divested  all of its internet holdings and is
focusing  its  entire  corporate  resources  on developing its computer services
division  Digital  West  Marketing.

     Through  our wholly owned subsidiary Digital West Marketing, Inc., we are a
provider  of  re-engineered  and  refurbished  computers to the secondary retail
marketplace.  We  acquired  Digital West from its founder and owner in September
2000.  At the time of our acquisition, Digital West was a provider of repair and
logistical  services  to  the  personal  computer  hardware  industry. Go Online
purchased  Digital  West  with  the  strategic plan of converting their existing
business to a business that would refurbish personal computers, laptop computers
and notebooks and sell those products rather than salvaging computers for parts.
Digital  West  had  established  vendor  relationships  with  leading  computer
companies including Compaq, Hewlett Packard, Sony, Dell and e-Machines. Building
on  those  relationships  afforded  Digital  West an easy transition to a faster
growing  and  potentially  more  profitable marketing opportunity.  Digital West
determined ample supply of computer products for its refurbishing business could
be acquired from major retail sources desirous of enhancing their asset recovery
needs  dealing  with  customer  returns.

     Digital  West's  business  has  primarily  been  focused  on  acquiring,
refurbishing  and  reselling  of  these products with approximately 15,000 items
being  refurbished  and  $6,128,555  in revenues from the sale of those products
during  the  fiscal  year  ended December 31, 2001 and approximately 1,700 items
refurbished  and  $798,596 in revenues for those refurbished products during the
fiscal  year  ended  December  31,  2000.

     Digital  West  believes  this  market segment will continue its growth as a
direct result of continuing bottom line pressure on both major manufacturers and
retailers.  Manufacturers  are  under  continuing  pressure  to  accept returned
products from their customers whether they be specialty electronic chain stores,
e-tailers,  major  box  stores  or  catalogue operators. All retail segments are
impacted  by  liberal  customer  return policies necessary to attract and retain
their  established  customer base. These factors create a need for both segments
to  seek  and  help  develop  parallel distribution methods that alleviate these
inventories and try not to compete with new products being introduced into their
primary  marketplaces.  Digital  West  is  working  with  both  retailers  and
manufacturers  to  develop  the  ever-expanding  outlet  for  these  goods.

     Digital West's principal offices and mailing address are 9320 Mason Avenue,
Chatsworth,  CA 91311, and its telephone number is (818) 718-7500.  Digital West
was  incorporated  in  California  in  January,  1996.

     Operations

     Digital  West  conducts  its  refurbishing,  marketing  and resale business
principally  from  its  24,000  square  foot distribution center at its facility
located  in  Chatsworth,  CA.  In  order at accommodate the immediate demands to
achieve  the  highest  levels  of customer satisfaction for its clients, Digital
West  has  established  an  automated  and  integrated  order  processing  and
distribution  system which allows Digital West to provide efficient and accurate
delivery  of  products  on  a  timely  basis  to meet their customers needs. All
products  for  resale  are bar coded and tracked throughout the facility through
Digital  West's  computer  network.  Goods are received and processed on a daily
basis. Finished products ready for resale are added to our computer system daily
and are entered into our system on a real time basis for our customers to review
and  purchase.

     In  addition Digital West continues on a limited basis to hold inventory to
sell  to  many  of  its  established customers, including peripheral replacement
parts  remanufactured from returned goods. These opportunity sales are developed
from  products acquired by Digital West that are not cost effective to refurbish

<PAGE>

and  in  turn  are  salvaged  for  parts.  Digital  West  also from time to time
purchases  new  parts  in  quantity  for  some customers. Many of Digital West's
customers  prefer a remanufactured part to a new part because the remanufactured
part  often  has  the  performance  equivalent  to  a  new part, but costs less.

     Because  many  of Digital West's customers are familiar with and have ready
access to the Internet, Digital West has expanded its Internet customer services
functions and will expand its service to end-users in the second quarter of this
year.

     Services

     Digital  West  offers  a  wide  range  of  value added computer products to
secondary  retail outlets throughout the United States and is an emerging player
in  the  Electronic Manufacturing Services (EMS) sector. The company refurbishes
virtually  all  major brand personal computers, laptop and notebook computers as
well  as PDA's. Digital West is an authorized Compaq Presario Refurbisher and is
in  the final stages of becoming an authorized Hewlett Packard Refurbished.  All
products  sold  by Digital West are clearly marked and identified as refurbished
products,  unless  they  are  new  products.

     Digital  West's  major  customer has made arrangements with Digital West to
assist  it  in  its  Asset  Recovery  Program.  This  service  is  offered  on a
non-contractual  and  non-exclusive  basis.  This program allows Digital West to
collect  from  a  large  number  of  box  retail stores returned computers to be
refurbished  at a fixed fee and to share in the revenue generated by the sale of
those  products.

     Digital  West  purchases  products  from  other  retail  outlets, OEM's for
various  products other purveyors of like products. Digital West is also testing
buying  finished  refurbished  goods  directly  from the major manufacturers and
reselling  those  goods.  On any products Digital West refurbishes it offers the
buyer a standard warranty backed by Digital West. For products refurbished under
Digital  West's  Compaq Presario agreement, Compaq offers the end users a Compaq
warranty.  Digital  West  offers  all  of its customers after market assistance.

     Management  Information  Systems

     Digital  West  maintains  sophisticated  information  systems  to  improve
efficiency,  process  orders,  monitor operations, manage inventory risks, offer
faster and higher levels of service, and provide innovative logistic services to
OEMs  and  service  providers.  These  on-line  systems  provide management with
information  concerning  sales,  inventory  levels,  customer payments and other
operations  which  are  essential for Digital West to operate efficiently and to
enable  it  to offer additional services.  Digital West has invested in advanced
telecommunications,  electronic  mail  and  messaging, automated fax technology,
bar-coding  and  automated  inventory  management.

     Digital  West  has  also  developed  capabilities  which allow pre-approved
customers  to place orders via the world-wide web, reducing the order processing
costs  for  both Digital West and the customer.  Digital West believes that this
capability  will  increasingly  become  a requirement by many customers and some
suppliers  and,  accordingly,  Digital West will continue to invest in enhancing
those  capabilities.

     Customers  and  Suppliers

     Digital West sells refurbished computers, computer peripherals and computer
components  and  parts  to  customers  throughout  the  United  States.

     Digital West depends on a limited number of retail organizations to provide
it  with  the  inventory  it  sells.  There  are  generally  no long-term supply
agreements  governing  Digital  West's  relationships  with its major suppliers.
Digital  West's  primary  supply arrangements are thus subject to termination or
curtailment  at  any time, with little or no advance notice. Although management
expects no such loss to occur, the refusal or inability of any major supplier to
ship  goods  Digital  West could have a material adverse effect on our business.


<PAGE>

COMPETITION

     Digital  West is a provider and reseller of refurbished computers, computer
peripherals and computer parts to the secondary retail marketplace. Digital West
services include distribution and sourcing of the products they offer as well as
inventory  management,  warranty service and claims management as well as repair
and  maintenance  services.

     The  market  for  Digital West's products is large and somewhat fragmented.
Competition  in  the  industry is widespread and comes from many small operators
selling  small  quantities  over  the  Internet  and  in  small specialty retail
outlets. Our largest competitor at this time is Micro Exchange of Dallas, Texas.
Along  with  Returnsbuy.com, a limited number of our competitors are believed to
have  substantially  greater  financial  and  other resources than Digital West.

     Digital  West  believes  that  our  rapid  growth  has  been  built  around
consistently  processing  orders  in  a  very  efficient  and  timely manner and
delivering  a  consistently  higher quality product than our competitors do. Our
service  technicians  are  general  A1  or  A+ trained and qualified giving us a
competitive  advantage  in delivering high quality products to our customers. We
see  this  advantage  as  one that will continue to serve us well in growing our
business  at  our  current  pace  into  the  foreseeable  future.

SALES  AND  MARKETING

     Digital  West's  sales  force  is  supported  by an online retail inventory
management system enabling our sales staff to respond to our customers inventory
needs  in  a  timely  and  effective  manner. Products promised to customers are
nearly always shipped in the exact quantities our customers order with little or
no  back  order  disappointments.  Digital  West sales representatives visit our
major  customers  on  a  regular  basis and many of our customers also visit our
facility on a regular basis. Digital West maintains a presence on the World Wide
Web  by  offering our customers 24/7 services to a private site with pricing and
inventories  updated  daily  in  real  time delivery methodology. Sustaining the
growth  of Digital West is dependent upon building and maintaining relationships
and  loyalties  with  our  current  and  future  customers.

OUR  BACKGROUND

     Go  Online Networks Corporation became a publicly traded corporation on the
over-the-counter  bulletin  board  in April 1990 by the "reverse acquisition" of
Valencia  Capital,  a  Colorado  corporation.  From  this  acquisition,  our
shareholders  became  the  majority shareholders and the corporation in November
1990  was  renamed  Jones  Naughton  Entertainment, Inc.  A one for four reverse
stock  split was accomplished at the same time, resulting in nine million common
shares  then  outstanding.

     Under  our  then  president,  Mr.  Spike  Jones, Jr., we initially produced
infomercials  but  ceased infomercial production in 1993.  Mr. Jones left us and
in  1995,  we  acquired  Real  Estate Television Network, Inc., a satellite real
estate  TV  network.  Real  Estate  Television  Network's  target market was the
independent  real  estate  office  of the large franchised office networks, e.g.
Century  21.  In  1996,  many  of  the  large independent real estate firms were
acquired  by  HSF,  Inc.,  which  resulted  in  a  consolidated  industry.  The
consolidation led to the decision to internally produce and provide training and
other  services,  which  were  originally  provided by outside vendors like Real
Estate  Television  Network.  In 1996, we sold Real Estate Television Network to
AmeriNet  Financial  Services,  Inc.

     In  late  1997  and  1998,  we  made  the  strategic  decision  to  pursue
opportunities involving the internet.  In the first quarter of 1998, we acquired
the  assets  of  a  small advertising agency, Affiliated Marketing Services, Inc
which  we  intended  to  move  into  internet  advertising.  We  determined that
Affiliated  Marketing  Services,  Inc.'s internet progress was insufficient, and
during  the  fourth quarter of 1998, we sold Affiliated Marketing Services, Inc.
back  to  its  management.

     Subsequent  to  the sale, we made our initial investment in AMS Acquisition
Corp.,  a  previously  unaffiliated  corporate entity which was the developer of
ShopGoOnline.com, investing $25,000 for a 75% equity interest.  ShopGoOnline.com
was  our  business-to-consumer  e-commerce website which opened for operation in
July  1999.  ShopGoOnline  sold  a  variety  of  products  utilizing  real-time
streaming  video and audio to market the products.  During late 2000 the Company
determined  that  ShopGoOnline  was  not  profitable  and  unlikely  to  reach
profitability  in  a reasonable period of time and determined that the Company's
resources  would  be  better utilized to capitalize and finance its Digital West
division.  Consequently, the Company terminated ShopGoOnline effective March 20,
2001.

     AMS  Acquisition  Corp.  was formed in Nevada on June 29, 1998.  Management
of  that  corporation  received  a  repurchase option to acquire back 26% of the

<PAGE>

outstanding  shares  from us.  We subsequently purchased this repurchase option.
We  issued  to  Scott  Claverie 1,250,000 shares of our common stock, along with
cash  consideration.

     During  March  1998  we  entered into an agreement to acquire the assets of
Sign Products of America, Inc., an unaffiliated business formed in November 1995
in California, which was engaged in the manufacturing, marketing, management and
display of advertising and informational kiosks.  The purchase price was $50,000
with  a down payment of $25,000 plus four equal quarterly installments at the 90
day,  180  day,  270  day  and  350  day  anniversaries  of  the  closing  date.

     We  acquired  a 75% interest in Auctionomics, Inc. from Nathan A. Wolfstein
IV  and  Harvey A. Turell, the two previously unaffiliated founders/shareholders
in  June  1999.  Auctionomics,  Inc.  was  formed  in  Nevada in June 1999.  The
consideration  was  500,000 shares of our common stock and a two-year warrant to
acquire  an additional 500,000 shares of our common stock at $0.50.  We provided
Auctionomics,  Inc.  with  $25,000  for  working  capital  shortly  after  the
acquisition  in  June  1999.

     On  May 10, 2000, we sold our interest in Auctionomics back to its original
founders.  As  consideration for the sale, Mr. Wolfstein and Mr. Turell returned
the  500,000  shares  which  were  to  be  issued  to them in the acquisition of
Auctionomics,  and  terminated  the  warrants.  Their  contractual rights to any
bonuses  was also terminated.  Finally, Mr. Wolfstein and Mr. Turell both agreed
to  provide  consulting  services  to  Go Online for a period of three months to
assist  with  the  divestiture  of  Auctionomics.

     At  a  meeting of shareholders held on September 8, 1999, we reincorporated
in Delaware and changed our name to Go Online Networks Corporation.  This change
was  designed  to  provide  us  with the advantages of Delaware law for a public
corporation  and  to  change  the  name  to  reflect  our  new  businesses.

     On  January  10,  2000,  we entered into an agreement with Westlake Capital
Corp.,  pursuant  to which we issued 3,000,000 shares of common stock to acquire
Westlake.  Westlake  was  a  reporting  company with the Securities and Exchange
Commission.  We had determined that the acquisition of a reporting company under
Rule  12g-3  would  facilitate our becoming a "reporting company" as required by
the  rules  for  maintaining a quote on the over-the-counter bulletin board.  We
consequently  acquired  Westlake  in  an  arms  length  transaction  from  its
shareholders.  As  part  of the acquisition, we elected to have successor issuer
status under rule 12g-3 of the Securities Exchange Act of 1934, which makes us a
reporting company.  Although no assets were acquired as part of the transaction,
the  acquisition  of  Westlake was accounted for as a purchase transaction by Go
Online.

     Prior  to  our  acquisition  of  Westlake, Westlake's business consisted of
seeking,  investigating  and  eventually  attempting  to  acquire an interest in
business  opportunities  presented to it by persons or firms who or which desire
to  seek  the  perceived  advantages of a "reporting company".  Westlake did not
restrict its search to any specific business, industry or geographical location.
Westlake  had  no capital to undertake such operations, but operated through its
officers  and  directors.

     Our  management negotiated in arms-length discussions with the shareholders
of Westlake to complete the acquisition.  In evaluating Go Online as a candidate
for  the proposed acquisition, Westlake's shareholders used criteria such as the
value  of the assets of Go Online, its present stock price as  set  forth on the
over-the-counter  bulletin  board,  its  internet  e-commerce businesses and its
hotel  internet kiosk business and other anticipated operations, and Go Online's

<PAGE>

business  name  and reputation. Go Online believed the transaction was necessary
given  our ability timely to become otherwise through filings a reporting entity
prior  to  the deadline for becoming reporting or be removed from trading by the
over-the-counter  bulletin  board.  Given the other options available to both Go
Online  and Westlake, each determined that the consideration for the acquisition
was  reasonable.

     Prior  to  the  acquisition, Westlake's officers and directors consisted of
Joseph  J.  Pierce as President and Director and Timothy J. Brasel as Secretary,
Treasurer and Director.  Westlake's shareholders included Mr. Brasel and related
entities  with 40%, Mr. Pierce with 15%, Mr. Paul H. Dragul and related entities
with  20%,  James  R. Sjoerdsma with 10% and Nasus Lesarb, Ltd with 5%.  None of
such persons or entities have any other relationship or dealings with Go Online.

     On  September 5, 2000, we acquired Digital West Marketing, Inc., a computer
service  firm  based in Chatsworth, California, north of Los Angeles.  We paid a
total  of  $825,000  in  cash  for Digital West and issued 750,000 shares of our
restricted  common  stock  and  750,000 options to purchase shares of our common
stock.  We also entered into an employment agreement with Andrew Hart, President
of  Digital West.  We were introduced to Digital West as a potential acquisition
by  one  of our contacts, and entered into arms-length discussions with Mr. Hart
to  acquire  Digital  West.  We determined that the business would be profitable
for  Go  Online and its shareholders.  Although no fairness opinion was obtained
in  connection  with  the transaction, the purchase price was determined in good
faith  arms-length negotiations between the companies and was based upon (1) the
amount  of  outstanding  payables  for  Digital West, (2) the market price of Go
Online's  stock  issued  in the transaction on a performance only basis, and (3)
the perceived future potential performance for Digital West based upon a key new
relationship  for  refurbishing.  As  set  forth in our financial statements, Go
Online  acquired approximately $723,235 in assets in the acquisition and assumed
liabilities  approximating  $800,000  (which  were paid off in the transaction).
Other  liabilities  of  Digital West for related parties in excess of $2,200,000
were  terminated  on  the  date  of  the  transaction.

     On  September  26,  2000,  we  entered  into  An  Agreement  and  Plan  of
Reorganization  with  NetStrat,  Inc.,  an inactive corporation with unused cash
assets  of  $700,000.  Also  on September 26, 2000, we entered into An Agreement
and  Plan  of  Reorganization  with  Amer  Software,  Inc.,  another  inactive
corporation  with  unused  cash  assets  of  $250,000.  In  accordance  with the
agreements,  we  agreed to issue and register shares of our common stock for the
shareholders  of Amer and NetStrat.  In accordance with that agreement, we filed
an  S-4 registration statement and sought to complete the transaction.  The cash
assets  were  advanced from NetStrat and Amer to the Company.  In December 2001,
we  determined  that  completion  of the acquisitions was no longer feasible and
terminated  the  agreements.  The  cash  remains as an advance from NetStrat and
Amer  and  is  reflected  as  advances  payable  on  our  financial  statements.

     During  December  2001,  we  sold  our kiosk business and related assets to
ICOA,  Inc.  We  received  a  warrant  in  the amount of $100,000 allowing us to
convert  the  $100,000  warrant  into  common  stock  of  ICOA.  The  warrant is
convertible  into  the  number  of  shares  of  common  stock  of  ICOA based on
exchanging  the  $100,000  for  common shares at 75% of market value at any time
after  December  18, 2001. We recorded the value of the warrants at $133,333. In
addition  to  receiving  the  warrants,  we  loaned ICOA $100,000 and included a
financing  charge  of $50,000 for a total of $150,000. The loan is a convertible
note,  convertible  to  common  stock  on  the same basis as the warrants listed
above,  with  interest at 8% and matures June 30, 2002. Because of the financial
condition  of  ICOA, we have impaired the value of the warrants in its' entirety
and  provided  an  allowance  for  collectibility  of the note for $100,000. The
remaining  $50,000  financing  charge  has  reduced the deferred financing costs
obtained  in connection with the acquisition of the funds used to make the loan.
The  $233,000  impairment  and  allowance have been included in the accompanying
Statement  of  Operations  as  a  part  of  the loss on disposal of discontinued
operations.

RESEARCH  AND  DEVELOPMENT

     We have not spent any measurable amount of time on research and development
activities.


<PAGE>

EMPLOYEES

    As of December 31, 2001, Go Online had two full-time employee and three part
time  employees.  All  of  these  employees  work in our administrative offices.
None  of  our  employees  is covered by any collective bargaining agreement.  We
believe  that  our  relations  with  our  employees  are  good.

     Also  as of December 31, 2001, the Digital West subsidiary of Go Online had
31  full  time  employees.  Of  these  employees,  four  work  in Digital West's
administrative  division,  two  in  sales,  one  in  purchasing, one in customer
service,  ten  in technical support, eight in Digital West's warehouse facility,
two in shipping and three in receiving.  None of our employees is covered by any
collective  bargaining  agreement.  We  believe  that  our  relations  with  our
employees  are  good.


ITEM  2  -  DESCRIPTION  OF  PROPERTY

     Our  principal executive offices are located at 5681 Beach Boulevard, Suite
101/100,  Buena Park, California 90621.  Effective July 21, 1999 we entered into
a  lease  for  this  office  space.  The  term  of the lease is for 3 years with
monthly base rent  payments in 2001 of $19,200.  The rent for the first year was
prepaid.  Future  base  rent commitments during the year ended December 31, 2002
under  this  lease  will  be  $11,200.

     Digital  West operates out of a 24,000 square foot facility located at 9320
Mason  Avenue,  Chatsworth,  California  91311.  The faciliity is leased under a
three  year  lease  that  commenced  December  1, 2000, with current monthly net
rental  obligations  of  approximately  $13,000.  Digital  West has an option to
renew  for  an  additional  three  years at the scheduled rent plus indexed cost
increases.  Digital  West  also  has  an  option  to  purchase  the property for
$1,680,272  on  December  1,  2002.

     At  the end of the lease terms for our rental space, we believe that we can
lease  the  same  or  comparable offices at approximately the same monthly rate.


ITEM  3  -  LEGAL  PROCEEDINGS

     On  December  3,  1998,  a  default  judgment was entered against us in the
approximate amount of $55,000 for alleged amounts owed by Real Estate Television
Network  for  which the plaintiff alleges was also owed by us.  On July 14, 1999
the  default  judgement  was  set  aside  based  on  the fact that we were never
properly served with a summons and complaint.  We contend that we are not liable
for  the  amounts  due  since  Real  Estate  Television  Network  was a separate
corporation  and  we  never  guaranteed this obligation.  Nevertheless, in April
2000,  we  entered  into a settlement agreement with the plaintiff and agreed to
pay  him  the sum of $12,500 in cash and 30,000 shares of our Series A Preferred
Stock.

ITEM  4  -  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

None


<PAGE>

                                    PART  II


ITEM  5  -  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

     The  following  table sets forth the high and low closing prices for shares
of  our  common  stock  for the periods noted, as reported by the National Daily
Quotation  Service  and the Over-The-Counter Bulletin Board.  Quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent  actual  transactions.  Prior  to September 22, 1999, our common stock
was  listed  under  the  symbol  "JNNE."  Effective  on  September 22, 1999, the
trading  symbol  for  our  common  stock  changed  to  GONT.

<TABLE>
<CAPTION>
<C>   <S>                              <C>          <C>
                    CLOSING PRICES
YEAR    PERIOD                          HIGH         LOW
-----   -------------                   ----         ----

2002    First quarter                  .03            .04

2001    First quarter                  .06            .10
        Second quarter                 .04            .07
        Third quarter                  .04            .06
        Fourth quarter                 .03            .04

2000    First quarter                  .24           1.36
        Second quarter                 .25            .78
        Third quarter                  .14            .30
        Fourth quarter                 .09            .19
</TABLE>


     The  number  of  beneficial holders of record of our common stock as of the
close  of  business  on  December  31,  2000 was approximately 287.  Many of the
shares  of  Go  Online's common stock are held in "street name" and consequently
reflect  numerous  additional  beneficial owners., which we have previously been
advised  by  ADP  exceeds  16,250.

DIVIDEND  POLICY

     We  have  never  paid  any  cash  dividends  on our common stock and do not
anticipate  paying  any  cash  dividends  on  our  common  stock  in the future.
Instead,  we  intend  to retain future earnings, if any, to fund the development
and  growth  of  our  business.


RECENT  SALES  OF  UNREGISTERED  SECURITIES

     On  January 5, 1999 we sold an aggregate of $121,500 face value convertible
debenture  to  Y.L. Hirsch and Shalom Liebenthal, two accredited investors, in a
private  transaction  without any public offering or solicitation under Rule 504
of  Regulation  D.  The debentures were convertible at a discount into shares of
our  common  stock at the discretion of the holders thereof.  The two debentures
were  converted  into  an  aggregate  of  2,963,658  shares  of  common  stock.

     On  January 26, 1999, we issued 3,000,000 shares of common stock at a price
of  $.033  per  share  to Oriental New Investments, an accredited investor, in a
private  transaction  without any public offering or solicitation under Rule 504
of  Regulation  D promulgated under the Securities Act, resulting in proceeds of
$100,000.

<PAGE>

     On January 26, 1999, we issued 285,714 shares of common stock at a price of
$.035  per  share  to  Joseph  Lynde,  an  accredited  investor,  in  a  private
transaction  without  any  public  offering  or  solicitation  under Rule 504 of
Regulation  D  promulgated  under  the  Securities Act, resulting in proceeds of
$10,000.

     On  January 26, 1999, we issued 1,714,286 shares of common stock at a price
of  $.035  per  share to Lightning Imports, an accredited investor, in a private
transaction  without  any  public  offering  or  solicitation  under Rule 504 of
Regulation  D  promulgated  under  the  Securities Act, resulting in proceeds of
$60,000.

     On  February  18,  1999,  we  sold  an  aggregate  of  $100,000  face value
convertible  debenture  to Joshua Heimlich, an accredited investor, in a private
transaction  without  any  public  offering  or  solicitation  under Rule 504 of
Regulation  D. The debenture was convertible at a discount into shares of common
stock  of  the  Company  at  the  discretion  of the holder thereof.  The entire
debenture  was  converted into an aggregate of 1,949,991 shares of common stock.

     On March 15, 1999, we issued 2,000,000 shares of common stock at a price of
$.05  per  share  to  LaSalle  Investments, an accredited investor, in a private
transaction  without  any  public  offering  or  solicitation  under Rule 504 of
Regulation  D  promulgated  under  the  Securities Act, resulting in proceeds of
$100,000.

     On April 16, 1999, we issued 4,000,000 shares of common stock at a price of
$.03125  per  share to LaSalle Investments, an accredited investor, in a private
transaction  without  any  public  offering  or  solicitation  under Rule 504 of
Regulation  D  promulgated  under  the  Securities Act, resulting in proceeds of
$125,000.

     On  April  19,  1999,  we  issued 1,250,000 shares of common stock to Scott
Claverie,  an  accredited  investor and President of AMS Acquisition Corporation
which develops and maintains our ShopGoOnline division, which shares were valued
at $.275 per share.   This issuance was completed through private discussions in
connection  with his engagement with the Company in accordance with Section 4(2)
of  the  Securities  Act.

     In June 1999, we issued 500,000 shares to Nathan A. Wolfstein and Harvey A.
Turell,  the  two  shareholders  of  Auctionomics,  Inc., in connection with the
acquisition  of  Auctionomics, Inc. by the Company.  This issuance was completed
through  private  discussions in connection with our acquisition of Auctionomics
and  consequently  exempt  under  Section  4(2)  of  the  Securities  Act.

     On  August 11, 1999, we issued 800,000 shares of common stock at a price of
$.1125  per  share  to LaSalle Investments, an accredited investor, in a private
transaction  without  any  public  offering  or  solicitation  under Rule 504 of
Regulation  D  promulgated  under  the  Securities Act, resulting in proceeds of
$90,000.

     In  September  1999,  we  issued  200,000 shares of restricted common stock
valued  at $.42 and options to purchase 1,000,000 shares of common stock at $.50
per  share  to  Patrick  Rost  in  connection with a consulting agreement.  This
issuance  was  completed  in  private negotiations with Mr. Rost and accordingly
exempt  pursuant  to  Section  4(2)  of  the  Securities  Act.

     On  September  8, 1999, we completed a reincorporation reorganization which
resulted  in  all shareholders of Jones Naughton Entertainment, Inc., a Colorado
corporation,  effectively receiving a share of Go Online Networks Corporation, a
Delaware  corporation  in  accordance  with  a  tax  free  reorganization  and
reincorporation.  This issuance was exempt in accordance with Section 3(a)(8) of
the  Securities  Act.

     On  September  20,  1999,  we  sold  a  Convertible  Note to Triton Private
Equities  Fund,  L.P., an accredited investor, for $350,000.  In connection with
the  sale of the Convertible Note, we issued warrants to purchase 175,000 shares
at  $.50  per share to Triton and warrants to purchase 17,500 shares at $.50 per
share  to  Ganesh  Ltd., an accredited investor and a finder in the transaction.
This  transaction  was  completed  in  private  negotiations  in accordance with
Section  4(2)  of  the  Securities  Act.


<PAGE>

     On  October  4, 1999, we issued 1,320,833 shares of common stock at a price
of  $.158  per  share  to Oriental New Investments, an accredited investor and a
Colorado  resident  entity, in a private transaction without any public offering
or  solicitation under Rule 504 of Regulation D promulgated under the Securities
Act,  resulting  in  proceeds  of  $208,750.

     On  October  6, 1999, we issued 208,333 shares of "restricted" common stock
(as  that  term  is  defined under Rule 144 of the Securities Act) to Cutler Law
Group  and  certain  of  its  employees,  the  Company's  legal  counsel  and an
accredited investor, in a privately negotiated transaction in exchange for legal
services  rendered  valued  at  $70,000.  We  relied  upon  Section  4(2) of the
Securities  Act  for  the  issuance.

     On  October  6, 1999, we issued 100,000 shares of "restricted" common stock
(as  that  term is defined under Rule 144 of the Securities Act) to Fred Turner,
the  Company's  litigation  legal  counsel  and  an  accredited  investor,  in a
privately  negotiated transaction in exchange for legal services rendered valued
at $30,000.  We relied upon Section 4(2) of the Securities Act for the issuance.

     On  January 10, 2000, we entered into an agreement with the shareholders of
Westlake  Capital  Corporation  (Westlake) pursuant to which 3,000,000 shares of
newly  issued  common  stock  were given to those shareholders. The issuance was
completed  in  connection with privately conducted negotiations with the limited
number  of Westlake shareholders without any public offering or solicitation and
consequently  exempt  from  registration pursuant to Rule 4(2) promulgated under
the  Securities  Act  of  1933,  and  all  recipients were accredited investors.

     During  January 2000, we issued 800,000 shares of common stock at $0.15 per
share  to  Terry  Seipelt,  a  consultant,  for  services in connection with the
acquisition  of  Westlake  mentioned  above.  In  addition, we issued 433,333 to
Cutler  Law Group in payment of legal services.  The issuances were completed in
connection with privately negotiated transactions without any public offering or
solicitation  and  consequently  exempt  from registration pursuant to Rule 4(2)
promulgated  under  the  Securities Act of 1933.  All recipients were accredited
investors.

     During  January  2000,  we  sold  2,500,000  shares of its common stock for
$250,000.  The  issuance  was  completed in connection with privately negotiated
transactions  without  any  public  offering  or solicitatation and consequently
exempt  from  registration  pursuant  to  Rule 4(2) and Rule 506 of Regulation D
promulgated  under  the  Securities Act of 1933.  All recipients were accredited
investors.

     On April 20, 2000, we issued 50,000 shares to Ralph Testa and 15,000 shares
to Bridgett Browner, each of whom performed consulting services for us.  Also on
April  20l,  2000,  we  issued  60,000  shares  to Mick Schumacher who performed
accounting  services  for  us.  These  shares  were  valued  at $65,000 and were
registered  for  resale  in  a  Registration  Statement  on  Form  S-8.

     On  May  19,  2000,  we issued 250,000 shares to each of Harvey Turrell and
Nathan  Wolfenstein  who performed consulting services for the Company.  Also on
May  19,  2000,  we issued 60,000 shares to Cutler Law Group for legal services.
These  shares  were  valued  at  $162,400  and  were  registered for resale in a
Registration  Statement  on  Form  S-8.

     On  June  14, 2000, we sold an aggregate of $250,000 in aggregate principal
amount of 10% Convertible Notes due June 14, 2002.  These convertible notes were
sold  to  SolInvest  Group,  Ltd. and MultiAsian Venture Limited, two accredited
investors.  The convertible notes are convertible into common stock at the lower
of  (i) 60% of the average closing price for the ten days prior to conversion or
(ii)  $0.18  per  share.  This  sale  was  completed  in  privately  negotiated
discussions  without  any  public  offering  or  solicitation in accordance with
Section  4(2)  of  the  Securities  Exchange  Act  of  1934,  as  amended.

     On  June 26, 2000, we issued and delivered an aggregate of 2,740,000 shares
to Joseph M.  Naughton, Chief Executive Officer of the Company, in consideration
for  past  due and unpaid salaries.  These shares were issued in accordance with
an  agreement  between  us  and Mr. Naughton and were valued at $0.11 per share.
These shares were registered for resale in a Registration Statement on Form S-8.


<PAGE>

     In  July  2000,  we  sold  an  aggregate of $525,000 in aggregate principal
amount  of  10%  Convertible  Notes due July 2002.  These convertible notes were
sold  to  SolInvest  Group,  Ltd. and MultiAsian Venture Limited, two accredited
investors.  The convertible notes are convertible into common stock at the lower
of  (i) 60% of the average closing price for the ten days prior to conversion or
(ii)  $0.18  per  share.  This  sale  was  completed  in  privately  negotiated
discussions  without  any  public  offering  or  solicitation in accordance with
Section  4(2)  of  the  Securities  Exchange  Act  of  1934,  as  amended.

     In  September 2000, we issued 150,000 shares of Series A Preferred Stock to
Richard  Walker  (41,076  shares),  Robert Sullivan (29,988 shares), Eric Horton
(28,728 shares), Stuart Smith (18,774 shares), Todd Smith (7,434 shares), Travis
Christ  (7,500  shares)  and Charterbridge Financial Group, Inc. (16,500 shares)
for  consulting activities.  This sale by the Company was completed in privately
negotiation  transactions  without  any  public  offering  or  solicitation  in
accordance with Section 4(2) of the Securities Exchange Act of 1934, as amended.

     Effective  September  5, 2000 in connection with the acquisition of Digital
West  Marketing,  Inc.,  we  issued (ii) 750,000 shares of our restricted common
stock  to  Andrew  Hart  and  (iii)  750,000  options  to purchase shares of our
restricted  common  stock to Andrew Hart at an exercise price of $0.22 per share
for  a  period of two years.   This sale was completed in a privately negotiated
transaction accordance with Section 4(2) of the Securities Exchange Act of 1934,
as  amended.

     On  September  25,  2000,  we  issued 800,000 shares of our common stock to
Blaine  Riley  and  250,000  shares  of  our  common  stock to James Marione for
consulting  services.  We also issued 150,000 shares of our common stock to Mick
Schumacher  for  accounting  services and 250,000 shares to Cutler Law Group for
legal  services.  These  shares  were  registered  for  resale in a Registration
Statement  on  Form  S-8.

     Effective December 31, 2000, we issued 1,000,000 shares of our common stock
to William R. Wheeler for consulting services valued at $50,000.  Also effective
December  31,  2000  we  issued  1,368,930  shares  of  our common stock to Mick
Schumacher  for  accounting  services  valued  at  $68,446.52.  Also  effective
December  31,  2000 we issued 1,100,000 shares of our common stock to Cutler Law
Group  for  legal  services valued at $55,000.  These shares were registered for
resale  in  a  Registration  Statement  on  Form  S-8.

     Effective  December  29, 2000, we issued 960,000 shares of our common stock
to  Joseph  M.  Naughton,  President,  in  consideration  for  past  due  salary
obligations  valued  at  $48,000.  These  shares were registered for resale in a
Registration  Statement  on  Form  S-8.

     On  January  12,  2001,  we  issued  a  $1,000,000  face amount convertible
promissory  note  due  January  12,  2003 to Triton Private Equities Fund, L.P..
This note was revised in March 2001 to reflect $705,882.35 payable to Triton and
$294,117.65 payable to Eiger Companies, LtdInterest  is payable on the notes at
the  rate  of ten percent per annum, with quarterly installments in arrears with
the  first  payment  payable  March  31, and each quarter thereafter until paid.
Interest  is payable in cash or in common stock at the holder's option and shall
commence on January 12, 2001 and continue until the outstanding principal amount
has  been  paid or duly provided for.  The note is exchangeable in denominations
of  not less than $50,000 amounts at such times as requested by the holder.  The
conversion  price  for  each  share  of  common stock shall be $0.045 per share.
These  notes  were  extended  by  mutual  agreement in January 2001 and again in
January  2002  until  January 10, 2003.  The sale of these convertible notes was
completed  in  privately  negotiated transactions without any public offering or
solicitation  in  accordance with Section 4(2) of the Securities Act of 1933, as
amended.


<PAGE>

     On  March 8, 2001, we issued 500,000 shares of our common stock Kerry Head,
500,000  shares  of  our  common  stock to Dick Walker and 192,000 shares of our
common  stock  to  Gary  Stein,  consultants for the Company.  These shares were
valued  at $.07 per share.  We also issued to Kerry Head, in connection with his
consulting  agreement,  a  warrant  for  500,000 shares exercisable at $0.15 per
share, a warrant for 500,000 shares exercisable at $0.25 per share and a warrant
for  500,000 shares exercisable at $0.35 per share.  These shares and the shares
issuable  upon  exercise  of  the  warrants  were  registered  for  resale  in a
Registration  Statement  on  Form  S-8.

     During  the three months ended June 30, 2001, we issued 1,434,109 shares of
our common stock to Triton Private Equities Fund L.P. and Eiger Companies, Ltd.,
holders  of our Series A Convertible Debentures, representing a total payment of
$75,000  on  the  principal  of  the Debentures.  This issuance was completed in
connection  with  conversion  notices  of  the  original convertible debentures.

     In  May  2001,  we  entered  into  a securities purchase agreement with the
Laurus Master Fund, Ltd. for the issuance of a $500,000 8% convertible debenture
and 1,000,000 common stock purchase warrants in privately negotiated discussions
in  reliance on Section 4(2) of the Act and Rule 506.  Each warrant entitles the
holder  to  purchase  one share of common stock at an exercise price of $.06196.
The  commission  for the transaction was 10% ($50,000) payable to Laurus Capital
Management,  LLC.

     On  June  4, 2001, we issued 1,310,000 shares to Cutler Law Group for legal
services  valued  at  $.05  per  share.  We also issued 2,510,000 shares to Mick
Schumacher for financial consulting and advisory and accounting services as well
as salary debt relief valued at $.05 per share.  We also issued 40,000 shares to
Peter  Nosek  for consulting services valued at $.10 per share and 20,000 shares
to  Gary  Stein  for consulting services valued at $.10 per share.  These shares
were  registered  for  resale  in  a  Registration  Statement  on  Form  S-8.

     During  the three months ended September 30, 2001, we issued 652,482 shares
of  our  common  stock to Triton Private Equities Fund L.P. and Eiger Companies,
Ltd.,  holders  of  our  Series  A  Convertible Debentures, representing a total
payment  of  $30,000  on  the  principal  of  the Debentures.  This issuance was
completed  in  connection  with  conversion  notices of the original convertible
debentures.

     In  December 2001, we entered into a securities purchase agreement with the
Laurus Master Fund, Ltd. for the issuance of a $250,000 8% convertible debenture
and  600,000  common stock purchase warrants in privately negotiated discussions
in  reliance on Section 4(2) of the Act and Rule 506.  Each warrant entitles the
holder to purchase one share of common stock at an exercise price of $.034.  The
commission  for  the  transaction  was  10%  ($25,000) payable to Laurus Capital
Management,  LLC.

     During  the  three months ended December 31, 2001, we issued 895,572 shares
of  our  common  stock to Triton Private Equities Fund L.P. and Eiger Companies,
Ltd.,  holders  of  our  Series  A  Convertible Debentures, representing a total
payment  of  $30,000  on  the  principal  of  the Debentures.  This issuance was
completed  in  connection  with  conversion  notices of the original convertible
debentures.

     Effective December 31, 2001, we issued 1,510,476 shares of our common stock
to Mick Schumacher for accounting services and salary debt relief valued at $.05
per  share.  Also  effective  December  31, 2001 we issued 750,000 shares of our
common  stock  to  Cutler Law Group for legal services valued at $.05 per share.
Also  effective  December 31, 2001 we issued 1,000,000 shares to Gary Stines for
consulting services valued at $30,000.  Finally also effective December 31, 2001
we  issued  160,000 shares to Vic Covarubbias for bookkeeping services valued at
$.05  per  share.  These  shares  were  registered  for resale in a Registration
Statement  on  Form  S-8.


ITEM  6  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

     The  following  discussion contains certain forward-looking statements that
are  subject  to  business  and economic risks and uncertainties, and our actual
results  could  differ  materially  from  those  forward-looking statements. The
following  discussion  regarding  our  financial  statements  should  be read in
conjunction  with  the  financial  statements  and  notes  thereto.


<PAGE>

GENERAL  OVERVIEW

     Go  Online  Networks  Corporation,  a  Delaware  corporation,  repairs  and
refurbishes  computers  and  peripherals  through  our  wholly-owned subsidiary,
Digital  West  Marketing, Inc.  Digital West is a computer service firm based in
Chatsworth,  California,  north  of  Los  Angeles.  Revenues  for  2001  were
approximately  $6.1  million.  The  company operates out of a 24,000 square foot
facility  currently  employing  in approximately 31 people.  The core of Digital
West's  business is to contract with major retail entities and computer hardware
manufacturers  to  refurbish computer products returned to retail establishments
by  customers.  The  products  are  re-engineered  or  refurbished  to  factory
specifications  by  Digital  West's  factory trained certified technicians.  The
computer  products  including  hard drives, CD ROMs, monitors, printers, circuit
boards,  CD  writers,  DAT  drives are then resold into the secondary market and
service  channels.  Digital  West  deals  with  many  manufacturers to ensure an
ability  to  handle any and all customer's requests for programs such as repair,
part  sales  and  advance  exchanges.

RESULTS  OF  OPERATIONS

Fiscal  year  ended December 31, 2001 compared to fiscal year ended December 31,
2000

     Our  net  loss  during  the  fiscal  year  ended  December  31,  2001  was
($3,407,395)  compared  to  ($3,398,080) for 2000, a nominal increase of $9,318.
Our  2001 net loss reflects a non-recurring write-off of goodwill of $749,055, a
non-recurring  loss from discontinued operations of $544,939 and a non-recurring
loss  on  disposal  of  discontinued  operations of $319,520.  Consequently, our
ongoing  operations reflect substantial increased profitability.  We also had an
increase  in  interest  expense  from  $165,122  in  2000  to  $323,834 in 2001,
primarily  due to the Laurus Master Fund investment and the Series A Convertible
Debentures.

     For  the fiscal year ended December 31, 2001, we had revenue of $6,128,555,
almost all of which was generated by Digital West.  This is compared to $798,596
for  the  fiscal  year  ended  December  31, 2000.  This reflects an increase of
$5,329,959,  a  667%  increase  in  revenues.  This is entirely reflected by the
increase  in  operations  at  Digital  West  and  the inclusion of substantially
increased  business.  Cost  of goods sold increased from $653,097 in fiscal 2000
to  $4,890,953  in  fiscal  2001.  This is reflected in our accounting structure
with  our primary refurbishment client which requires that we reflect as cost of
goods  sold  the  original  valuation  of  the  product prior to its resale.  We
believe  that  actual cost of goods sold would be substantially lower based upon
our  historical  sales.

     Expenses  for  the year ended December 31, 2001 was $1,904,282, compared to
$1,559,746  for  the  fiscal  year  ended  December  31, 2000.  Other income and
expenses  for the year ended December 31, 2001 included the one-time expense for
write  off  of  goodwill  reflected  above.

Fiscal  year  ended December 31, 2000 compared to fiscal year ended December 31,
1999

     Our  net  loss  during  the  fiscal  year  ended  December  31,  2000  was
($3,398,080) compared to ($2,443,308) for 1990, an increase of $954,772.  Of the
increase,  $1,137,239  was  represented by an increase in operating expenses, of
which  $1,207,096  represented  salaries,  payroll  taxes  and  certain
non-recurring  contractual  services,  much  of  which  was  paid  in our common
stockThe  Company  also incurred $311,493 in operating expenses attributable to
impairment  of  the value of its kiosk assets through depreciation.  The Company
incurred  no  fees for website development since its e-commerce website had been
completed and operating in 1999.  The Company also incurred a charge of $133,583
for  a  valuation  differential  in  inventories  acquired  from  Digital  West
Marketing.

     For  the  fiscal  year ended December 31, 2000, we had revenue of $798,596,
almost  all of which was generated by Digital West.  This is compared to $89,749
for  the  fiscal  year ended December 31, 1999, which was generated about 50% by
our  ShopGoOnline e-commerce division which we discontinued and 50% by our kiosk
division.


<PAGE>

     Other  income  and expenses for the year ended December 31, 2000 included a
one-time expense of $450,000 attributable to our acquisition of Westlake Capital
Corporation  by  which we became a public reporting company, interest expense of
$165,122  primarily attributable to the 2000A Convertible Debentures and $23,000
attributable to a litigation settlement.   These charges were slightly offset by
a  $139,280  gain  on  the  sale  of  Auctionomics,  Inc.


LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  December  31,  2001,  we  had  assets  of  $1,698,141,  compared to
$1,871,719  as  of  December 31, 2000. This change was attributable primarily to
changes  in  inventory  and  other  assets  in  our  Digital  West  division.

     Our  current  liabilities increased from $3,377,756 at December 31, 2000 to
$4,630,998  at  December  31, 2001, due primarily to an increase in expenses and
accounts  payable.  Total  liabilities  also  increased,  from  $3,927,756 as of
December  31,  2000  to $6,401,880 as of December 31, 2001, due primarily to the
issuance  of  new  convertible  debentures and increases in accounts payable and
accrued expenses.  We are presently current on payments of our material accounts
payable.

     At  December 31, 2001, our stockholders' deficit was $4,703,739 as compared
to  $2,055,839  at  December  31,  2000.

     We  made  no  material  capital  expenditures  during the fiscal year ended
December  31,  2001.

     On  January  10,  2000,  we  entered  into  a Securities Purchase Agreement
whereby  the  buyer  agreed to buy from us $1,000,000 of its Series 2000-A Eight
Percent  (8%)  convertible  notes,  maturing  March  31,  2002,  and  payable in
quarterly  installments  in  arrears  on  March  31,  June 30, September 30, and
December  31,  of  each  year  during  the term of the note, with the first such
payment  to  be  made  June  30, 2000.  This convertible note was sold to Triton
Private  Equities  Fund, L.P.  Accrual of interest may be payable either in cash
or  common  stock  at the holder's option.  If interest is paid in common stock,
the number of shares to be delivered in payment will be determined by taking the
dollar  amount  of interest being paid divided by the average of the closing bid
prices  for  the  common stock for the ten trading days prior to the due date of
such  interest.  The  notes  are  convertible  into  common  stock, upon certain
registration,  and  for  prices  determined  at  various dates as defined in the
agreement.  The  purchase  price  was  $500,000  in cash and cancellation of the
$538,462 of the convertible debentures outstanding as of December 31, 1999.  The
notes  were  issued in two parts, one of which was issued during March 2000, and
payment  dates  were deferred based upon date of issuance.  The payment that was
due  on  August  1,  2000,  was  not  paid  and is currently under discussion to
determine  its disposition.  The proceeds of this convertible note were used for
working capital for Go Online.  In January 2001, and then again in January 2002,
we  entered  into  extension agreements with the holders of these Debentures and
consequently  they  are  presently  extended  until  January  2003.

     On  January  10,  2000,  we entered into an agreement with Westlake Capital
Corp.,  pursuant  to  which  we  issued  3,000,000 of our newly-issued shares of
common  stock  to  acquire Westlake.  No cash or other consideration was paid in
this  transaction.  Westlake  was  a  reporting  company with the Securities and
Exchange Commission.  We undertook this transaction in order to acquire this SEC
"reporting status" as we elected as an integral part of this transaction to have
successor issuer status under rule 12g-3 of the Securities Exchange Act of 1934,
which  makes  us a reporting company.  The acquisition of Westlake was accounted
for  as  a  purchase  transaction  by  Go  Online.

     On  September 5, 2000, we acquired Digital West Marketing, Inc., a computer
service  firm  based  in  Chatsworth,  California,  north  of  Los Angeles. This
transaction  was  accounted  for  as  a purchase and the financial statements of
Digital West will be consolidated and appear with our financial statements as of
the  date  of  acquisition.


<PAGE>

     We  acquired  Digital  West  in accordance with the terms of an Amended and
Restated  Reorganization  and Stock Purchase Agreement.  We acquired 100% of the
stock  of  Digital  West from Andrew Hart, its sole shareholder in consideration
for (i) $825,000 in cash, (ii) 750,000 shares of our restricted common stock and
(iii)  750,000  options  to purchase shares of our restricted common stock at an
exercise  price of $0.22 per share for a period of two years.  The cash purchase
price  was  held in escrow and used to pay off 100% of Digital West's obligation
to Pacific Century Bank as well as to repay certain outstanding accounts payable
and  accrued  expense  obligations  of  Digital  West.

     Go  Online  obtained  the funds for the cash purchase price of Digital West
from  cash  on  hand  and from advances from Netstrat, Inc.  ($700,000) and Amer
Software,  Inc.  ($250,000)  and  investments  of certain convertible debentures
($350,000).

     On  January  12,  2001, we issued a convertible promissory note due January
12, 2003.  Interest is payable on the note at the rate of ten percent per annum,
with  quarterly installments in arrears with the first payment payable March 31,
and  each  quarter  thereafter  until  paid.  Interest  is payable in cash or in
common  stock  at the holder's option and shall commence on January 12, 2001 and
continue  until  the  principal  amount has been paid or duly provided for.  The
note  is  exchangeable in denominations of not less than $50,000 amounts at such
times as requested by the holder.  The conversion price for each share of common
stock  shall  be  $0.045  per  share.

     On  May  3,  2001, we issued $500,000, eight percent convertible debentures
due  May  3, 2003 to Laurus Master Fund, Ltd.  The debentures are convertible at
the  lower of eighty percent of the average of the ten lowest closing prices for
our  common  stock  for the thirty trading days prior to the closing date of the
issuance  of  the  debentures (which was $0.0439 per share) or eighty percent of
the  average  of  the ten lowest closing bid prices for our common stock for the
sixty  trading  days prior to the conversion dates. Any individual holder of the
convertible  debentures  cannot  convert if the conversion would result in their
holding  more  than  4.99 percent of the Company's issued and outstanding common
stock.  The  convertible  debenture is collateralized by 2,000,000 shares of our
common  stock  owned  by  Joe  Naughton,  our  president.  In  addition  to  the
convertible  debenture,  we  issued  the  holder a warrant to purchase 1,000,000
shares of common stock at 110 percent of the average of the three lowest closing
bid prices of the ten closing bid prices of the Company's common stock, prior to
closing  on  May  3,  2001.  The  warrant exercise is $0.06196 per share and are
exercisable  until  May 3, 2006. We paid a $750 escrow fee, legal fees of $8,000
and  a  fee  of  $52,500 to a Fund Manager of the Fund acquiring the debentures.

          On  December  18,  2001,  in  connection  with  the  sale of our kiosk
division  to  ICOA, Inc., we issued a $250,000, 8% convertible note due December
18,  2003 to Laurus Master Fund, Ltd.  In addition, we were given a common stock
purchase  warrant  to purchase 600,000 shares of ICOA, Inc.'s common stock at an
adjustable  purchase  price,  currently $0.0034 per share.  The conversion price
for  the  December  2001  convertible  debenture is the lesser of $0.0254 or 80%
percent  of  the average of the three lowest closing prices for the common stock
for  the 60 trading days prior to conversion date.  The conversion price for the
May  2001  convertible debenture is the lesser of $0.04392 or 80% percent of the
average  of  the  three  lowest  closing  prices for the common stock for the 60
trading days prior to conversion date.  The exercise price for the December 2001
warrant  is  the lesser of $0.0034.  The exercise price for the May 2001 warrant
is the lesser of $0.06196. The maximum number of shares of common stock that any
subscriber  or  group  of affiliated subscribers may own after conversion at any
given  time  is  4.99%.  The  number  of  shares  of  common stock issuable upon
conversion  of the December and May 2001 convertible debentures and the exercise
of the December and May 2001 warrants is 37,850,000, based on a conversion price
of  .024  per share.  We are required to register with the SEC on Form SB-2 200%
of  this  amount,  which  equals  74,100,000 shares of common stock.  The actual
conversion  price  will  depend on the market price of our common stock prior to
the  conversion.

     The  parties  have  made  mutually  agreeable  standard representations and
warranties.  We  have  also  entered  into  certain covenants including, but not
limited  to,  the  following:

<PAGE>


1.     we  may  not redeem the convertible debentures without the consent of the
holder;
2.     we  will  pay to certain finders a cash fee of 10% of the aggregate gross
purchase  price  of  the  convertible debentures, and 10% of the aggregate gross
proceeds  from the exercise of the warrants, for location of the financings; and
3.     we  have  agreed  to incur certain penalties for untimely delivery of the
shares.

     Upon  any  event  of  default, including the failure to register or deliver
shares  of common stock in a timely manner upon conversion, the note holders can
require  us  to immediately pay a sum equal to 130% of the unconverted principal
amount  of  the  notes,  together  with  accrued  but  unpaid  interest.

     Interest  only payments are due quarterly commencing December 31, 2001, and
$500,000 of principal is due in on May 3, 2003, and $250,000 of principal is due
on  December  18,  2003,  or  upon  certain  events  of  default.

     In  December 2001 we sold our kiosk division to ICOA, Inc. (see "Business -
Our  Background").  Sale  of this division will result in only nominal impact on
our  historical operations since more than 98% of our revenues have historically
been  attributable  to  our  Digital West subsidiary.  For the fiscal year ended
December 31, 2001, our kiosk division was responsible for approximately $166,832
in  revenues, approximately $273,130 in cost of goods sold and $438,641 in other
expenses  directly  related  to  the  kiosk  division.

     We  believe  that  proceeds from our previous financings, together with our
other  resources  and  expected  revenues,  will  be sufficient to cover working
capital requirements for at least six months.  Should revenue levels expected by
us  not  be  achieved, we would nevertheless require additional financing during
such  period  to support our operations, continued expansion of our business and
acquisition  of  products  or  technologies.  Such  sources  of  financing could
include  capital  infusions  from  some  of  our  strategic  alliance  partners,
additional  equity  financings  or  debt  offerings.



ITEM  7  -  FINANCIAL  STATEMENTS

     The  financial  statements  called  for  under  this  item appear under the
caption  Index  to  Financial  Statements  (Page  F-1  hereof).

ITEM  8  -  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

     The  financial  statements  for the fiscal year ended December 31, 2000 and
2001  were audited by Miller and McCollom, Certified Public  Accountants.  There
have  been  no  disagreements between management and current accountants of  the
type  that  are  required  to  be  reported  under  this  Item  8.


<PAGE>

                                    PART  III

ITEM  9  -  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

     The  following table sets forth the names and ages of our current directors
and  executive officers, their principal offices and positions and the date each
such  person  became  a  director  or  executive  officer  of  the Company.  Our
executive  officers  are  elected  annually  by  the  Board  of  Directors.  Our
directors  serve  one  year  terms  until  their  successors  are  elected.  The
executive  officers serve terms of one year or until their death, resignation or
removal  by  the  Board of Directors.  There are no family relationships between
any  of  the  directors  and  executive  officers.  In  addition,  there  was no
arrangement  or understanding between any executive officer and any other person
pursuant  to  which  any  person  was  selected  as  an  executive  officer.

     The  directors  and  executive  officers  of  the  Company  are as follows:

Name                     Age     Positions

Joseph  M.  Naughton     58      Chairman, Chief Executive Officer, Director

Scott  Claverie          40      Director

Jim  Cannon              66      Director; Director of Operations and Secretary

     Certain  information  about  the  directors  and  officers  of Go Online is
furnished  below.

     JOSEPH  M.  NAUGHTON,  Chairman.  Mr.  Naughton has been our Chairman since
May  1991.  From  September  1986  through  October  1987,  Mr.  Naughton  was
Operations Manager for Shop Television Network in which he oversaw the marketing
and  merchandising from that company.  In October 1987 Mr.  Naughton was elected
to  Shop  Television  Network's Board and Directors and appointed simultaneously
Executive Vice President and Chief Operating Officer.  Shop Television Network's
wholly-owned  subsidiary  ShopTV, Inc.  was acquired by the JC Penney Company in
1988  and  Mr.  Naughton  was  a Vice President of Operations for the renamed JC
Penny  Television  Shopping  Channel, the TV home shopping program arm of the JC
Penney  Company  until  June 1991.  Mr.  Naughton was responsible for overseeing
the  video  production  and  cable  distribution  for  the  JC  Penney  and Shop
Television  Network.  Prior  to Shop Television Network, Mr.  Naughton served as
VP/General  Merchandising  Manager for the GEMCO division of Lucky Stores.  From
May  1970  until  October 1986, Mr.  Naughton worked for Lucky Stores, Inc.  and
its  wholly  owned  subsidiary  Gemco  Stores.

     SCOTT  CLAVERIE,  Director  and  President  of AMS Acquisition Corp.  Until
March  20,  2001, Mr.  Claverie directed the operations and marketing efforts of
ShopGoOnline.com,  our prior internet e-commerce division.  From June 1997 until
June  1999,  Mr.  Claverie  was  Business  Operations  Manager  for  Cal  State
University  at  Chico where he was responsible for management and support of the
support staff for the university's voice network.  From February 1994 until June
1996,  he  was a branch manager for Computer Telephone Corp.  Computer Telephone
Corp.  markets a large variety of telecommunication services and was responsible
for  managing  a  significant  portion  of  Pacific  Bell's customer base.  From
September 1991 to February 1994,  Mr.  Claverie was an account executive for MCI
Telecommunications, where he marketed communication products and services to the
business  community.   From  June  1987  through August 1990, he was Advertising
Director  of  the  Chico  News  &  Review,  where  he supervised and coordinated
activities  of  sales personnel in the display and classified departments.  From
May  1981  through  September 1986, Mr.  Claverie was a retail manager for Gemco
Stores,  managing  the  operations  for  the fine jewelry and camera department.


<PAGE>

     JIM  CANNON,  Director  of  Operations.  Mr.  Cannon  has  over 30 years of
experience  in  the  hospitality,  lodging,  and  food and beverage industry.  A
graduate  of  Cornell University with a Bachelor's of Science degree in Business
and Food Technology.  He is an eleven-year veteran of the Days Inn organization,
serving  as  Vice  President of Franchise Operations.  From September 1998 until
April  1999,  Mr.  Cannon  was with ShoLodge Franchise Systems.  From March 1997
until  September 1998, Mr.  Cannon was Director of Franchise Sales for Country &
Hearth  Inns  in  Atlanta,  Georgia.  From  August 1990 through August 1996, Mr.
Cannon  was  National  Director  of  Franchise  Development  for  Hospitality
International,  Inc.  in  Atlanta,  Georgia.  During  1990 and 1991, Mr.  Cannon
worked  in  sales of Friendship Inn and Econolodge franchises for Econolodges of
America,  Inc.  in  North  Bergen,  New  Jersey.  In addition, Mr. Cannon's past
experience  includes  senior  level  executive  positions  with  Columbia Sussex
Corporation,  Inc. (a Holiday Inn Franchise Group), Days Inn or America, Inc and
other  hotels  and  restaurants.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934.

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors  and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports  of  ownership  and  reports of changes in ownership of Common Stock and
other  equity  securities  of the Company.  Officers, directors and greater than
ten  percent shareholders are required by SEC regulations to furnish the Company
with  copies  of all Section 16(a) forms they file.  To the Company's knowledge,
based  solely  on  the review of copies of such reports furnished to the Company
and written representations that no other reports were required, the Company has
been informed that Section 16(a) filing requirements applicable to the Company's
officers, directors and greater than ten percent shareholders were complied with
except that Mr. Mick Schumacher, the Company's Chief Financial Officer from July
2001  until  November  2001,  did  not  timely  file  Form  3 and Form 4 filings


<PAGE>

ITEM  10  -  EXECUTIVE  COMPENSATION

Summary  Compensation  Table

     The  following  summary  compensation  table  shows  certain  compensation
information  for  services  rendered in all capacities for the four fiscal years
ended  December  31, 1998, 1999, 2000 and 2001.  Other than as set forth herein,
no  executive  officer's  salary  and  bonus  exceeded  $100,000  in  any of the
applicable  years.  The  following information includes the dollar value of base
salaries,  bonus  awards,  the number of stock options granted and certain other
compensation,  if  any,  whether  paid  or  deferred.

Summary  Compensation  Table

     The  following  summary compensation table shows certain compensation
information  for  services rendered in all capacities for the four  fiscal years
ended  December  31, 1997, 1998, 1998 and 2000.  Other than as set forth herein,
no  executive  officer's  salary  and  bonus  exceeded  $100,000  in  any of the
applicable  years.  The  following information includes the dollar value of base
salaries,  bonus  awards,  the number of stock options granted and certain other
compensation,  if  any,  whether  paid  or  deferred.

<TABLE>
<CAPTION>
                                           SUMMARY COMPENSATION TABLE

                          Annual  Compensation                 Long  Term  Compensation
                    --------------------------              -------------------------------
                                                               Awards                     Payouts
                                                           ---------------           -------------------
<S>                  <C>         <C>         <C>       <C>            <C>            <C>           <C>        <C>
                                                                                     SECURITIES
                                                       OTHER ANNUAL   RESTRICTED     UNDERLYING     LTIP      ALL OTHER
                                 SALARY      BONUS     COMPENSATION   STOCK Awards    OPTIONS      PAYOUTS   COMPENSATION
NAME AND PRINCIPAL   YEAR          ($)        ($)            ($)        ($)           SARS (#)       ($)         ($)
 POSITION
Joseph Naughton      2001         $96,000     -0-            -0-         -0-            -0-           -0-        -0-
(President, CEO)     (12/31)

                     2000         $96,000     -0-            -0-         -0-            -0-           -0-        -0-
                     (12/31)

                     1999          96,000     -0-            -0-        - 0 -          - 0 -          -0-        -0-
                     (12/31)

                     1998          96,000     -0-            -0-         -0-            -0-           -0-        -0-
                     (12/31)

Jim Cannon (1)       2001          26,000     -0-            -0-         -0-            -0-           -0-        -0-
                     (12/31)

                     2000          60,000     -0-            -0-         -0-            -0-           -0-        -0-
                     (12/31)

                     1999          40,000     -0-            -0-        - 0 -          - 0 -          -0-        -0-
                     (12/31)

                     1998           -0-       -0-            -0-        - 0 -          - 0 -          -0-        -0-
                     (12/31)

Mick Schumacher (2)  2001          50,000     -0-           40,000       -0-            -0-           -0-        -0-
                     (12/31)


</TABLE>

(1)  Mr.  Cannon  commenced  his  employment  with  the  Go Online  in  1999.

(2)  Mr.  Schumacher joined the Company as Chief Financial Officer in July 2001.
In  November  2001,  Mr. Schumacher's  position  as  Chief Financial Officer was
terminated.

(3)  Reflects  $40,000  value  of  common  stock  of  the  Company issued to Mr.
Schumacher.


<TABLE>
<CAPTION>

                                              OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                                      (INDIVIDUAL GRANTS)

<S>                 <C>                             <C>                    <C>                         <C>
                    NUMBER OF SECURITIES            PERCENT OF TOTAL
                         UNDERLYING              OPTIONS/SAR'S GRANTED
                    OPTIONS/SAR'S GRANTED        TO EMPLOYEES IN FISCAL    EXERCISE OF BASE PRICE
                           (#)                            YEAR                  ($/SH)                 EXPIRATION DATE
NAME
Joseph M. Naughton         -0-                             --                     --                        --
------------------  ----------------------       ----------------------     -----------------------    ---------------
James Cannon               -0-                             --                     --                        --
------------------  ----------------------       ----------------------     -----------------------    ---------------
Mick Schumacher            -0-                             --                     --                        --
------------------  ----------------------       ----------------------     -----------------------    ---------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                  AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                             AND FY-END OPTION/SAR VALUES

<S>                 <C>                  <C>                  <C>                            <C>
                                                              NUMBER OF UNEXCERCISED
                                                              SECURITIES UNDERLYING          VALUE OF UNEXERCISED IN-THE-
                                                              OPTIONS/SARS AT FY-END (#)     MONEY OPTION/SARS
                    SHARES ACQUIRED ON                        EXERCISABLE/UNEXERCISABLE      AT FY-END ($)
NAME                EXERCISE (#)         VALUE REALIZED ($)                                  EXERCISABLE/UNEXERCISABLE
                    -------------------  ------------------   --------------------------    -----------------------------
Joseph M. Naughton         -0-                 -0-                       - 0 -                        --

James Cannon               -0-                 -0-                       - 0 -                        --

Mick Schumacher            -0-                 -0-                       - 0 -                        --

</TABLE>

Employment  Agreements

     Effective April 12, 1999 we entered into an employment agreement with James
Cannon.  The  agreement  is for a term of one year but is subject to termination
by  us  for  cause.  Both  we  and  Mr.  Cannon  have the right to terminate the
agreement  after  giving  the other party thirty days notice.  In the event that
the agreement is terminated by us without cause, Mr.  Cannon will be entitled to
compensation  earned  computed  pro-rata  up  to  the  date of termination.  Mr.
Cannon's  compensation  during  the  term  of  the agreement will be as follows:

     Base  salary  of  $60,000  per  year;
     Quarterly  bonus  of  20%  of the net advertising revenues of the Community
Marquee  Division  generated  as a result of Mr.  Cannon's direct efforts during
the  previous  quarter;
     Alternative quarterly bonus equal to 25% of the net advertising revenues of
the  Community Marquee Division generated by parties other than Mr.  Cannon; and
     Options  to purchase 25,000 shares of our common stock for each twenty-five
kiosks shipped up to a maximum of 150 kiosks.  The exercise price of the options
shall  be  equal to 60% of the closing bid price of our common stock on the last
business  day  of  the  month  in  which  Mr.Cannon  becomes  eligible.

     We  have  terminated  the  Community  Marquee Division and consequently Mr.
Cannon's  compensation  is based on his salary plus bonuses as determined by the
board  of  directors.

<PAGE>

ITEM  11  -  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT

     The  following  table  sets  forth certain information regarding beneficial
ownership  of  the  Go  Online  common stock and Series A Preferred Stock of the
Company  as  of  December  31,  2001  by:
     each  person or entity known to own beneficially more than 5% of the common
stock  or  5%  of  the  preferred  stock;
     each  of  Go  Online's  directors;
     each  of  Go  Online's  named  executive  officers;  and
     all  Go  Online  executive  officers  and  directors  as  a  group.

<TABLE>
<CAPTION>



<S>                        <C>                      <C>                    <C>
                           Name and                 Amount and
                           Address of               Nature of              Percent of
Title of Class. . . . . .  Beneficial Owner (1)     Beneficial Ownership   Class
-------------------------  ----------------------------------------------  -----------
Common Stock. . . . . . .  Joseph M. Naughton       6,647,125 (2)               6.9%
-------------------------  ----------------------------------------------  -----------
Preferred Stock . . . . .                                   0                   0.0%
-------------------------  ----------------------------------------------  -----------
Common Stock. . . . . . .  James M. Cannon          1,168,000 (3)               1.2%
-------------------------  ----------------------------------------------  -----------
Preferred Stock . . . . .                                   0                   0.0%
-------------------------  ----------------------------------------------  -----------
Common Stock. . . . . . .  Scott Claverie             937,500                   1.1%
-------------------------  ----------------------------------------------  -----------
Preferred Stock . . . . .                                   0                   0.0%
-------------------------  ----------------------------------------------  -----------
Common Stock. . . . . . .  Mick Schumacher          4,710,476 (4)               4.7%
-------------------------  ----------------------------------------------  -----------
Preferred Stock . . . . .                                   0                   0.0%
-------------------------  ----------------------------------------------  -----------
                           Bill Tillson
                           14623 Deervale Place
Preferred Stock . . . . .  Sherman Oaks, CA 91403      40,000                   8.0%
-------------------------  ----------------------------------------------  -----------

Common Stock. . . . . . .  All Officers and
                           Directors as a Group
                           (3 persons)             13,463,101 (2,3,4)           9.0%
                                                   ==========               ========
</TABLE>

1.     Except as otherwise set forth, the address for each of these shareholders
is  c/o  Go  Online  Networks  Corporation, 5681 Beach Boulevard, Suite 101/100,
Buena  Park,  CA  90621.
2.     Mr.  Naughton's  shares  are  held through several different entities and
trusts,  as to which Mr. Naughton is the primary beneficial owner, including The
Lynde  Group,  The  Naughton Family Trust, JNNE, Inc., and a JWTROS account with
his  deceased  spouse.  Other than Mr.  Naughton's  beneficial ownership of such
shares through such entities and trusts, none of such entities or trusts has any
relationship  with  Go  Online.
3.     Reflects  158,000  shares  which  Mr.  Cannon  owns  directly  and  up to
1,000,000  shares  which  Mr.  Cannon
     could  obtain  upon  the exercise of a warrant to purchase shares of common
stock  at  $.20  per  share.
4.     The shares held by Mr. Schumacher reflects 1,250,000 shares held directly
by  Mr.  Schumacher  and  1,950,000  shares held by Prime Rate Income & Dividend
Enterprises,  Inc.,  of  which  Mr.  Schumacher  is  a  controlling shareholder.

<PAGE>

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     Joseph  M.  Naughton, our Chief Executive Officer has made several loans to
Go  Online.  As  of  December  31,  2001 and as of December 31, 2000 the amounts
payable to Mr. Naughton for advances totaled $311,388 and $307,144 respectively.
In  addition  there  is  unpaid  compensation due to him of $30,000 for 2001 and
$48,000  as of December 31, 2000.  A portion of Mr. Naughton's unpaid salary was
converted to stock during fiscal year 2000 and during fiscal 2001.  The balances
payable  to  Mr. Naughton are uncollateralized, bear no interest and are payable
on  demand.  This  loan is on terms which are substantially better than could be
obtained  from  third  parties.

     SolInvest  Group, Ltd. and MultiAsian Venture Limited invested in Go Online
through the private  placement of convertible debentures in the principal amount
of  $125,000  each  in  July 2000.  The debentures were convertible at $0.18 per
share  and  were secured by an aggregate of 1,400,000 shares of Go Online common
stock  pledged  by  Joseph  Naughton.  Those  debentures  were  satisfied by the
foreclosure  on the pledged shares in August 2000.  In September 2000, SolInvest
and  MultiAsian  purchased  additional  convertible  debentures in the principal
amount  of  $137,500  each.  These convertible debentures remain outstanding and
are  convertible  at  $0.18  per  share.

ITEM  13  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     EXHIBITS

Exhibit  No.       Description
-----------         -----------

2.1 (1)            Agreement  and  Plan  of  Merger  of  Go  Online  Networks
                   Corporation,  a  Delaware  corporation, and Jones Naughton
                   Entertainment, Inc. a Colorado  corporation,  dated
                   September  8,  1999.
2.2 (1)            Certificate  of  Merger of Jones Naughton Entertainment, Inc.
                   into  Go  Online  Networks  Corporation,  dated
                   August  12,  1999.
2.3 (1)            Articles of Merger of Jones Naughton Entertainment, Inc.
                   with Go  Online  Networks  Corporation,  dated
                   September  8,  1999.
3.1 (1)            Articles  of  Incorporation  of Valencia Capital, Inc., filed
                   October  20,  1987.
3.2 (1)            Articles  of  Amendment  to  the Articles of Incorporation of
                   Valencia  Capital,  Inc.,  filed  February  7,  1991.
3.3 (1)            Articles  of  Amendment  to  the Articles of Incorporation of
                   Jones  Naughton  Entertainment,  Inc.,  filed  July 27, 1994.
3.4 (1)            Articles  of  Amendment  to  the Articles of Incorporation of
                   Jones  Naughton  Entertainment, Inc., filed July 28,  1994.
3.5 (1)            Certificate  of Designation for Jones Naughton Entertainment,
                   Inc.,  dated  June  8,  1994.
3.6 (1)            Bylaws  of  Jones  Naughton  Entertainment, Inc., as amended.
3.7 (1)            Certificate  of  Incorporation  of  Go  Online  Networks
                   Corporation,  dated  August  11,  1999.
3.8 (1)            Certificate  of  Designation  for  Go  Online  Networks
                   Corporation,  dated  August  13,  1999.

<PAGE>

3.9 (1)            Bylaws  of  Go  Online  Networks  Corporation.
3.10 (1)           Articles  of  Incorporation  of AMS Acquisition Corp., filed
                   June  29,  1998.
3.11 (1)           Bylaws  of  AMS  Acquisition  Corp.
3.12 (8)           Articles  of Amendment to the Articles of Incorporation of Go
                   Online  Networks  Corporation,  filed  December  11,  2000.
10.1 (1)           Agreement  and  Plan of Reorganization by and among Amerinet
                   Financial  Systems,  Inc.,  Jones  Naughton  Entertainment,
                   Inc.,  Real  Estate Television  Network,  Inc. and Amerinet,
                   Inc.,  dated  August  1996.
10.2 (1)           Stock  Purchase  Agreement  between  Amerinet  Financial
                   Services,  Inc.  and  Jones  Naughton  Entertainment,
                   Inc., dated October 1996.
10.3 (1)           Escrow Agreement between Jones Naughton Entertainment, Inc.,
                   Amerinet  Financial  Systems,  Inc.  and  MRC  Legal Services
                   Corporation, dated February  12,  1997
10.4 (1)           Form  of  Stock  Purchase  Agreement  between Jones Naughton
                   Entertainment,  Inc. and investors for 504 Stock Sales from
                   January 1997 through April  1999.
10.5 (1)           Escrow Agreement between Jones Naughton Entertainment, Inc.,
                   Michael  Rost  and  MRC  Legal  Services  Corp.,  dated
                   November  17,  1997.
10.6 (1)           Stock  Purchase  Agreement  between  Jones  Naughton
                   Entertainment,  Inc.  and  Joe  Lynde, dated
                   November  17,  1997.
10.7 (1)           Escrow Agreement between Jones Naughton Entertainment, Inc.,
                   Joseph  Lynde  and  MRC  Legal  Services  Corp.,  dated
                   November  17,  1997.
10.8 (1)           Stock  Purchase  Agreement  between  Jones  Naughton
                   Entertainment,  Inc.  and  David  Evans,  dated
                   November  17,  1997.
10.9 (1)           Escrow Agreement between Jones Naughton Entertainment, Inc.,
                   David  Evans  and  MRC  Legal  Services  Corp.,  dated
                   November  17,  1997.
10.10 (1)          Stock  Purchase  Agreement  between  Jones  Naughton
                   Entertainment,  Inc.  and Patricia L. Schonebaum IRA Account,
                   dated November 17, 1997.
10.11 (1)          Escrow  Agreement  between  Jones  Naughton  Entertainment,
                   Inc.,  Patricia  L.  Schonebaum  IRA Account and MRC Legal
                   Services Corp., dated November  17,  1997.
10.12 (1)          Stock  Purchase  Agreement  between  Jones  Naughton
                   Entertainment,  Inc.  and  Patricia  L.  Schonebaum,  dated
                   November  17, 1997.
10.13 (1)          Escrow  Agreement  between  Jones  Naughton  Entertainment,
                   Inc.,  Patricia  L.  Schonebaum and MRC Legal Services Corp.,
                   dated November 17, 1997.
10.14 (1)          Stock  Purchase  Agreement  between  Jones  Naughton
                   Entertainment,  Inc.  and  Joy  F.  Evans,  dated
                   November 17,  1997.
10.15 (1)          Escrow  Agreement  between  Jones  Naughton  Entertainment,
                   Inc., Joy F. Evans and MRC  Legal  Services Corp., dated
                   November 17, 1997.

<PAGE>

10.16 (1)          Agreement  for  Purchase  and  Sale  of Assets between Sign
                   Products of America,  Inc. and Jones Naughton Entertainment,
                   Inc., dated March 1998.
10.17 (1)          Agreement  for  Purchase  and  Sale  of  Assets  between
                   Affiliated  Marketing  Services,  Inc. and AMS Acquisition
                   Corp., dated July 8, 1998.
10.18 (1)          Employment Agreement between AMS Acquisition Corp. and Paul
                   Hentschl  effective  July  8,  1998.
10.19 (1)          First  Company  Security  Agreement  in favor of Affiliated
                   Marketing  Services,  Inc.,  dated  July  8,  1998.
10.20 (1)          Company Security Agreement in favor of Paul Hentschl, dated
                   July  8,  1998.
10.21 (1)          Secured  Promissory  Note  payable  to Paul Hentschl, dated
                   July  8,  1998.
10.22 (1)          Agreement  for  Purchase  and  Sale  of  Assets between AMS
                   Acquisition  Corp.  and  Affiliated  Marketing Services,
                   Inc., dated January 11, 1999.
10.23 (1)          Addendum  to  Agreement  for  Purchase  and  Sale of Assets
                   between  AMS  Acquisition  Corp.  and Affiliated Marketing
                   Services, Inc., dated January  13,  1999.
10.24 (1)          Joint  Venture  Agreement  by  and  between  Jones Naughton
                   Entertainment,  Inc.  and  Scott  Claverie,  dated
                   February  26,  1999.
10.25 (1)          Employment  Agreement between Jones Naughton Entertainment,
                   Inc.  and  James  Cannon,  effective  April  12,  1999.
10.26 (1)          Stock  Exchange  Agreement  by  and  between Jones Naughton
                   Entertainment,  Inc.  and  Scott  Claverie,  dated
                   April  19,  1999.
10.27 (1)          Independent  Consultant  Agreement  between  Jones Naughton
                   Entertainment,  Inc.  and  Michael  Abelson,  effective
                   May  1,  1999.
10.28 (1)          Marketing  Agreement  between Jones Naughton Entertainment,
                   Inc.  and  PDQ  Internet  ,  dated  May  3,  1999.
10.29 (1)          Marketing  Agreement  between Jones Naughton Entertainment,
                   Inc.  and  ieXe,  dated  June  4,  1999.
10.30 (1)          Reorganization  and  Stock Purchase Agreement between Jones
                   Naughton  Entertainment,  Inc.  and  Auctionomics,  Inc.,
                   dated  June 10, 1999.
10.31 (1)          Consulting  Agreement  between Auctionomics, Inc. and WLTC,
                   LLT,  effective  June  10,  1999.
10.32 (1)          Vendor  Agreement  between  GoOn-line.com  and  5th  Avenue
                   Channel,  dated  June  1999.
10.33 (1)          Addendum  to  Reorganization  and  Stock Purchase Agreement
                   between Jones Naughton Entertainment, Inc. and Auctionomics,
                   Inc., dated June 25,  1999.
10.34 (1)           Form  of  Securities  Subscription  Agreement between Jones
                    Naughton  Entertainment,  Inc. and certain Investors for
                    3% Series A Convertible Debentures  due  July  30,  2000

<PAGE>

10.35 (1)           Form of 3% Series A Convertible Debenture due July 30, 2000
10.36 (1)           Form  of  Escrow  Agreement  between  Jones  Naughton
                    Entertainment,  Inc., certain Investors, and
                    Edward H. Birnbaum, Esq., as escrow agent, for the Company's
                    3% Series A Convertible Debentures due July 30, 2000.
10.37 (1)           Employment  Agreement between Jones Naughton Entertainment,
                    Inc.  and  Jeffrey  F.  Reynolds, effective  August 9, 1999.
10.38 (1)           Office Lease between Jones Naughton Entertainment, Inc. and
                    eOfficeSuites,  Inc.  dated  August  12,  1999.
10.39 (1)           Consulting  and  Financial Services Agreement between Jones
                    Naughton  Entertainment,  Inc.  and  Patrick  M.  Rost dated
                    September 15, 1999.
10.40 (1)           Employment Agreement between AMS Acquisition Corp. and Matt
                    Herman,  effective  October  1,  1999.
10.41 (1            Lease  Proposal  for 5681 Beach Blvd., Buena Park, CA 90621
                    for  Jones  Naughton  Entertainment,  Inc.  dated
                    July  21,  1999.
10.42 (1)           Lease  Agreement  between  GoOn-Line.com  and  Design  Arts
                    Building  Associates  dated  April  29,  1999
10.43 (1)           Securities  Purchase  Agreement  between Go Online Networks
                    Corporation  and  Triton  Private  Equities Fund, L.P.,
                    dated September 20, 1999
10.44 (1)           Series 1999-A Eight Percent Convertible Promissory Note due
                    October 1, 2001 dated September 21, 1999 issued to Triton
                    Private Equities Fund, L.P.
10.45 (1)           Warrant  to  Purchase Common Stock dated September 21, 1999
                    issued  to  Triton  Private  Equities  Fund,  L.P.
10.46 (1)           Registration  Rights  Agreement  between Go Online Networks
                    Corporation  and  Triton  Private  Equities  Fund, L.P.
                    dated September 20, 1999
10.47 (1)           Escrow  Agreement  among  Go  Online  Networks Corporation,
                    Triton  Private  Equities Fund, L.P. and H. Glenn
                    Bagwell, Jr., as escrow agent, dated  as  of
                    September  20,  1999
10.48 (1)           Employment Agreement between AMS Acquisition Corp. and Scott
                    Claverie  dated  September  1,  1999.
10.49 (1)           Form  of  Site  Agreement
10.50 (1)           Agreement  between  Auctionomics,  Inc.  and  Classified
                    Auctions.com,  LLC
10.51 (1)           Agreement between Ingram Book Company and Go Online Networks
                    Corporation  dated  November  22,  1999
10.52 (1)           Agreement  between  LinkShare  Corporation  and  Go  Online
                    Networks  Corporation
10.53 (1)           Agreement  between Infotouch Technologies Corporation and Go
                    Online  Networks  Corporation  dated  June  22,  1999

<PAGE>

10.54 (1)           Addendum to Employment Agreement for James Cannon
10.55 (2)           Consulting Agreement with Ralph Testa dated February 10,
                    2000
10.56 (2)           Consulting Agreement with Bridgett Browner dated
                    March 13, 2000
10.57 (3)           Consulting Agreement with Nathan Wolfstein dated May 10,
                    2000
10.58 (3)           Consulting Agreement with Harvey Turell dated May 10,
                    2000
10.59 (4)           Reorganization and Stock Purchase Agreement by and between
                    Go Online Networks Corporation and Auctionomics, Inc. dated
                    May 10, 2000
10.60 (5)           Amended and Restated Reorganization and Stock Purchase
                    Agreement between Go Online Networks Corporation, Digital
                    West and Andrew Hart dated August 4, 2000
10.61 (5)           Employment Agreement between Digital West Marketing, Inc.
                    and Andrew Hart dated August 31, 2000
10.62 (6)           Consulting Agreement with Blaine Riley dated August 24,
                    2000
10.63 (6)           Consulting Agreement with James Marione dated September 5,
                    2000
10.64 (7)           Reorganization Agreement GONT, Westlake and NetStrat
10.65 (7)           Reorganization Agreement GONT, Westlake and Amer
10.66 (8)           Consulting Agreement with William R. Wheeler dated January
                    4, 2001.
10.67 (9)           Form  of  Vendor  Agreement
10.68 (9)           Letter  Agreement  between  Panoscan,  Inc.  and  Go  Online
                    Networks  Corporation  dated  January  19,  2000.
10.70 (10)          Convertible  note issued to the Laurus Master Fund, Ltd. by
                    Go  Online  Networks  Corporation  dated  May  2001.
10.71 (10)          Securities  Purchase  Agreement between Laurus Master Fund,
                    Ltd. and Go Online Networks Corporation dated May 2001.
10.72 (10)          Common Stock Purchase Warrant for 1,000,000 shares issued to
                    Laurus Master Fund, Ltd. by Go Online Networks Corporation
                    dated May 2001.
10.73 (10)          Security  Agreement between Laurus Master Fund, Ltd. and Go
                    Online  Networks  Corporation  dated  May  2001.
10.74 (10)          Convertible  Note  issued to Laurus Master Fund, Ltd. by Go
                    Online  Networks  Corporation  dated  December  2001.
10.75 (10)          Securities  Purchase  Agreement between Laurus Master Fund,
                    Ltd. and Go Online Networks Corporation dated December 2001.
10.76 (10)          Common  Stock Purchase Warrant for 600,000 shares issued to
                    Laurus  Master Fund, Ltd. by Go Online Networks Corporation
                    dated December 2001.

10.77 (11)          Asset  Purchase  Agreement  dated  as  of  December 17, 2001
                    between Go Online Networks Corporation and ICOA, Inc.
10.78 (11)          Convertible  Note issued by ICOA, Inc. to Go Online Networks
                    Corporation  dated  December  17,  2001.
10.79 (11)          Common  Stock  Purchase  Warrant  issued by ICOA, Inc. to Go
                    Online  Networks  Corporation  dated  December  17,  2001.

21 (7)              List  of  Subsidiaries
23.1                Consent of Miller & McCollom

                                       39
__________________

1)     Filed with Go Online's Form 10-KSB filed on March 29, 2000 for the period
ended  December  31,  1999.
2)     Filed with Go Online's Form S-8 Registration Statement filed on April 20,
2000.
3)     Filed  with  Go Online's Form S-8 Registration Statement filed on May 19,
2000.
4)     Filed  with  Go  Online's  Form  8-K  filed  on  May  25,  2000.
5)     Filed  with  Go  Online's  Form  8-K  filed  on  September  20,  2000.
6)     Filed with Go Online's Form S-8 Registration Statement filed on September
21,  2000
7)     Filed  with  Go  Online's  Registration  Statement  on  Form S-4 filed on
November  30,2000.
8)     Filed  with  Go Online's Form S-8 Registration Statement filed on January
10,  2001.
9)     Filed  with Go Online's Amendment No. 1 to Registration Statement on Form
S-4  filed  on  March  9,  2001.
10)     Filed with Go Online's Form SB-2 Registration Statement filed on January
17,  2002.

11)    Filed with Go Online's Form 10-KSB filed on April 15, 2002 for the period
ended  December  31,  2001.




<PAGE>

     (b)     REPORTS  ON  FORM  8-K


     On  September  17,  2001, Go Online filed an amendment to Form 8-K updating
and correcting the financial statements filed in connection with the acquisition
of  Digital  West  Marketing,  Inc.



                                   SIGNATURES

     In  accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


Dated:  April  26,  2002               Go  Online  Networks  Corporation

                                      /s/  Joseph  M.  Naughton

                                      Joseph M. Naughton,
                                      Chief Executive Officer and Director



<PAGE>

                          INDEX TO FINANCIAL STATEMENTS

                         GO ONLINE NETWORKS CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

                              FINANCIAL STATEMENTS

                                      with

               REPORTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


                                                                        PAGE

Report of Independent Certified Public Accountants                      F-2

Financial  Statements:

          Balance Sheets                                                F-3

          Statements of Operations                                      F-4

          Statement of Stockholders' (Deficit)                      F-5 to F-6

          Statements of Cash Flows                                      F-7

          Notes to Financial Statements                             F-8 to F-20





                                      F-1
<PAGE>


                         INDEPENDENT ACCOUNTANTS' REPORT




Board  of  Directors
Go  Online  Networks,  Inc.

     We  have  audited the accompanying consolidated balance sheets of Go Online
Networks,  Inc.  as  of December 31, 2001 and December 31, 2000, and the related
consolidated  statements of operations, stockholders' equity, and cash flows for
the  years  ended  December  31,  2001  and  December 31, 2000.  These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audit.

     We  conducted  our  audit  in  accordance  with generally accepted auditing
standards in the United States of America.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material misstatement.  An audit includes examining on a
test  basis,  evidence  supporting the  amounts and disclosures in the financial
statements.  An  audit  also  includes assessing the account principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentations.   We  believe  that  our  audits  provide a
reasonable  basis  for  our opinion.

     In  our opinion, the financial statements referred to above present fairly,
in all material respects, the  consolidated  financial  position  of  Go  Online
Networks,  Inc.  as  of  December  31,  2001  and  December  31,  2000  and  the
consolidated results of its operations, stockholders' equity, and its cash flows
for  the years ended December 31, 2001 and December 31, 2000, in conformity with
accounting  principles generally accepted in the United States of America.

     The  accompanying financial statements have been prepared assuming that the
company  will  continue as a going concern.  As described in Note 1, the Company
has  suffered  recurring losses from operations and has a net capital deficiency
that  raise substantial doubts about its ability to continue as a going concern.
Management's  plan  to  continue  in  operations  is  contained in Note 1 to the
financial  statements.  The  financial statements do not include any adjustments
that  might  result  from  the  outcome  of  this  uncertainty.

/s/  Miller  and  McCollom

MILLER  AND  MCCOLLOM
Certified  Public  Accountants
4350  Wadsworth  Boulevard,  Suite  300
Wheat  Ridge,  Colorado  80033


March  2,  2002,  except  for  Note  13,which  is  as  of  April  24,  2002.


                                      F-2
<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
<S>                                                                       <C>             <C>
                                              ASSETS
                                                                                    December 31,
                                                                                    --------------
                                                                                   2001           2000
                                                                          --------------  -------------
Current assets
 Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . .  $     179,918   $     43,332
 Accounts receivable, net of allowance for doubtful accounts
     of $5,652 in 2001 and $1,703 in 2000. . . . . . . . . . . . . . . .        233,434         61,241
 Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        916,817        127,961
 Prepaid expenses and other current items. . . . . . . . . . . . . . . .          2,757          7,370
   Deferred refurbishing expenses. . . . . . . . . . . . . . . . . . . .         53,882              -
 Accounts receivable-Retronics, Inc. (Note 7). . . . . . . . . . . . . .              -              -
                                                                          --------------  -------------

   Total current assets. . . . . . . . . . . . . . . . . . . . . . . . .      1,386,808        239,904

Designs and trademarks - net of accumulated amortization
 of $30,536 in 2000. . . . . . . . . . . . . . . . . . . . . . . . . . .              -         19,464
Property and equipment, net of accumulated depreciation of
 $297,860 in 2001 and $814,253 in 2000 . . . . . . . . . . . . . . . . .        140,066        652,017
Other assets - deposits. . . . . . . . . . . . . . . . . . . . . . . . .         32,711         22,485
Goodwill - net of amortization of  $83,393 in 2000 (Note 6). . . . . . .              -        938,047
Deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . .        138,556              -
                                                                          --------------  -------------

   Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   1,698,141   $  1,871,917
                                                                          ==============  =============

                              LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current liabilities
 Accounts payable and accrued expenses . . . . . . . . . . . . . . . . .  $   1,916,919   $    705,987
 Accrued interest payable. . . . . . . . . . . . . . . . . . . . . . . .        403,738        154,188
 Notes payable (Note 9). . . . . . . . . . . . . . . . . . . . . . . . .        154,356        143,643
 Advances from and accrued expenses due to officer (Note 2). . . . . . .        407,388        388,144
 Accrued lease obligations . . . . . . . . . . . . . . . . . . . . . . .         14,479         35,794
 Current portion of convertible notes and debentures . . . . . . . . . .        784,118      1,000,000
 Advances payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .        950,000        950,000
                                                                          --------------  -------------

   Total current liabilities . . . . . . . . . . . . . . . . . . . . . .      4,630,998      3,377,756

Convertible notes and debentures net of current portion (Note 10 and 11)      1,770,882        550,000
                                                                          --------------  -------------

   Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .      6,401,880      3,927,756
                                                                          --------------  -------------

Commitments and contingencies
 (Notes 1,6,7,9,10,11,13,14,15,17 and 18). . . . . . . . . . . . . . . .              -              -

Stockholders' (deficit): (Notes 1,3,4 and 18)
 Series A Convertible Preferred Stock, $0.001 par value,
 10,000,000 shares authorized, 663,333 outstanding . . . . . . . . . . .            663            663
 Series B Convertible Preferred Stock, $100 par value,
 2,000 shares authorized, 2,000 shares issued and
 outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        200,000        200,000
 Common stock $0.001 par value, 200,000,000 shares authorized,
 99,560,116 and 86,260,393 shares issued at December 31, 2001,
 and 2000 respectively . . . . . . . . . . . . . . . . . . . . . . . . .         99,560         86,260
 Outstanding common stock warrants . . . . . . . . . . . . . . . . . . .         30,000         30,000
 Paid in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . .     10,671,749      9,925,554
 Accumulated (deficit) . . . . . . . . . . . . . . . . . . . . . . . . .    (15,705,711)   (12,298,316)
                                                                          --------------  -------------

   Total stockholders' (deficit) . . . . . . . . . . . . . . . . . . . .     (4,703,739)    (2,055,839)
                                                                          --------------  -------------

     Total liabilities and stockholders' (deficit) . . . . . . . . . . .  $   1,698,141   $  1,871,917
                                                                          ==============  =============
</TABLE>

        The accompanying notes are an integral part of these statements.

                                      F-3
<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
<S>                                                        <C>                        <C>
                                                                              Year Ended December 31,
                                                                              -------------------------
                                                                               2001                  2000
                                                           -------------------------  --------------------

Sales and other revenues. . . . . . . . . . . . . . . . .  $              5,425,391   $           725,664
Refurbishing fee income . . . . . . . . . . . . . . . . .                   703,164                72,932
                                                           -------------------------  --------------------
                                                                          6,128,555               798,596
                                                           -------------------------  --------------------

 Less:  Cost of goods sold. . . . . . . . . . . . . . . .                 4,890,953               653,097
 Less:  Cost of refurbishing. . . . . . . . . . . . . . .                   760,739                80,225
                                                           -------------------------  --------------------
                                                                          5,651,692               733,322
                                                           -------------------------  --------------------
Gross Profit. . . . . . . . . . . . . . . . . . . . . . .                   476,863                65,274
                                                           -------------------------  --------------------

Expenses:
 Amortization . . . . . . . . . . . . . . . . . . . . . .                   188,991                83,393
 Depreciation . . . . . . . . . . . . . . . . . . . . . .                    95,372                21,422
 Rent . . . . . . . . . . . . . . . . . . . . . . . . . .                   148,222                85,375
 Legal and professional fees. . . . . . . . . . . . . . .                   269,178               469,994
 Contract services, salaries and payroll taxes. . . . . .                   710,157               729,271
 Other. . . . . . . . . . . . . . . . . . . . . . . . . .                   492,362               170,291
                                                           -------------------------  --------------------
   Total expenses . . . . . . . . . . . . . . . . . . . .                 1,904,282             1,559,746
                                                           -------------------------  --------------------

Net (loss) from continuing operations . . . . . . . . . .                (1,427,419)           (1,494,472)

Other income and expense:
 Interest income. . . . . . . . . . . . . . . . . . . . .                         -                     4
 Interest expense . . . . . . . . . . . . . . . . . . . .                  (323,834)             (165,122)
 Write off of goodwill (Note 6) . . . . . . . . . . . . .                  (749,055)                    -
 Expense for public reporting . . . . . . . . . . . . . .                         -              (450,000)
 Debenture financing expenses . . . . . . . . . . . . . .                   (42,628)                    -
                                                           -------------------------  --------------------

Net (loss) from continuing operations . . . . . . . . . .                (2,542,936)           (2,109,590)
                                                           -------------------------  --------------------

Discontinued operations: (Note 16)
 (Loss) from discontinued operations. . . . . . . . . . .                  (544,939)           (1,288,490)
 (Loss) on disposal of discontinued operations. . . . . .                  (319,520)                    -
                                                           -------------------------  --------------------

Net (loss). . . . . . . . . . . . . . . . . . . . . . . .  $             (3,407,395)  $        (3,398,080)
                                                           =========================  ====================

Net (loss) per common share from continuing operations. .  $                   (.03)  $              (.03)
                                                           =========================  ====================
Net (loss) per common share from discontinued operations.                      (.01)  $              (.01)
                                                           =========================  ====================
Total (loss) per common share . . . . . . . . . . . . . .                      (.04)  $              (.04)
                                                           =========================  ====================
                                                           =========================  ====================
Weighted number of shares outstanding . . . . . . . . . .                92,910,230            83,621,312
                                                           =========================  ====================
</TABLE>

        The accompanying notes are an integral part of these statements.

                                      F-4
<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

                CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT)

<TABLE>
<CAPTION>
<S>                                   <C>                    <C>                     <C>           <C>       <C>          <C>
                                               Series A Convertible                 Series B Convertible
                                                Preferred Stock                        Preferred Stock           Common Stock
                                               ---------------------                ----------------------       ------------
                                      Shares                 Amount                  Shares        Amount    Shares       Amount
                                      ---------------------  ----------------------  ------------  --------  -----------  --------
Balance at December 31, 1999
   (Restated). . . . . . . . . . . .               499,333   $                 499              -  $      -  75,181,843   $75,182
Common stock issued for the. . . . .                     -                       -              -         -
   acquisition of Westlake Capital
   Corporation and related services.                     -                       -              -         -   4,275,000     4,275
Common stock issued for cash . . . .                     -                       -              -         -   2,500,000     2,500
Common stock issued for
   consulting services . . . . . . .               150,000                     150              -         -   1,735,000     1,735
Common stock issued to company
   officer in lieu of salary . . . .                     -                       -              -         -   2,740,000     2,740
Common stock issued to settle
   lawsuit . . . . . . . . . . . . .                30,000                      30              -         -           -         -
Common stock returned in
   connection with sale of
   Auctionomics, Inc.. . . . . . . .                     -                       -              -         -    (937,500)     (938)
Issuance of warrants . . . . . . . .                     -                       -              -         -           -         -
Preferred stock conversion . . . . .               (16,000)                    (16)             -         -      16,000        16
Common stock issued for
   the acquisition of Digital West .                     -                       -          2,000   200,000     750,000       750
Loss for the year ended
   December 31, 2000 . . . . . . . .                     -                       -              -         -           -         -
                                      ---------------------  ----------------------  ------------  --------  -----------  --------

Balance at December 31, 2000 . . . .               663,333                     663          2,000   200,000  86,260,393    86,260

Common stock issued for
   debt conversion . . . . . . . . .                     -                       -              -         -   2,527,767     2,527
Common stock issued for
   services. . . . . . . . . . . . .                     -                       -              -         -  10,771,956    10,773
Issuance of warrants
   for financing . . . . . . . . . .                     -                       -              -         -           -         -
Issuance of warrants
   to employee . . . . . . . . . . .                     -                       -              -         -           -         -
Loss for the year ended
   December 31, 2001 . . . . . . . .                     -                       -              -         -           -         -
                                      ---------------------  ----------------------  ------------  --------  -----------  --------

Balance December 31, 2001. . . . . .               663,333   $                 663          2,000  $200,000  99,560,116   $99,560
                                      =====================  ======================  ============  ========  ===========  ========
</TABLE>


        The accompanying notes are an integral part of these statements.

                                      F-5
<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

                CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT)


<TABLE>
<CAPTION>
<S>                                   <C>              <C>           <C>              <C>            <C>
                                           Common Stock
                                              Warrants                                            Total
                                            ------------           Paid-in                    Stockholders'
                                      Shares        Amount         Capital         (Deficit)      (Deficit)
                                      ------------  --------  ---------------  -------------  ------------
Balance at December 31, 1999
   (Restated). . . . . . . . . . . .             -  $      -  $     7,860,891  $ (8,900,236)  $  (963,664)
                                      ------------  --------  ---------------  -------------  ------------
Common stock issued for the. . . . .             -         -
   acquisition of Westlake Capital
   Corporation and related services.             -         -          698,225             -       702,500
Common stock issued for cash . . . .             -         -          247,500             -       250,000
Common stock issued for
   consulting services . . . . . . .             -         -          614,620             -       616,505
Common stock issued
   to company officer in
   lieu of salary. . . . . . . . . .             -         -          298,660             -       301,400
Common stock issued
   to settle lawsuit . . . . . . . .             -         -           10,470             -        10,500
Common stock returned
    in connection with sale
   of Auctionomics, Inc. . . . . . .             -         -              938             -             -
Issuance of warrants . . . . . . . .       750,000    30,000                -             -        30,000
Preferred stock conversion . . . . .             -         -                -             -             -
Common stock issued
   for the acquisition
   of Digital West . . . . . . . . .             -         -          194,250             -       395,000
Loss for the year ended
   December 31, 2000 . . . . . . . .             -         -                -    (3,398,080)   (3,398,080)
                                      ------------  --------  ---------------  -------------  ------------

Balance at December 31, 2000 . . . .       750,000    30,000        9,925,554   (12,298,316)   (2,055,839)

Common stock issued
   for debt conversion . . . . . . .             -         -          117,473             -       120,000
Common stock issued
   for services. . . . . . . . . . .             -         -          529,578             -       540,351
Issuance of warrants
   for financing . . . . . . . . . .             -         -           79,144             -        79,144
Issuance of warrants
   to employee . . . . . . . . . . .             -         -           20,000             -        20,000
Loss for the year ended
   December 31, 2001 . . . . . . . .             -         -                -    (3,407,395)   (3,407,395)
                                      ------------  --------  ---------------  -------------  ------------

Balance December 31, 2001. . . . . .       750,000  $ 30,000  $    10,671,749  $(15,705,711)  $(4,703,739)
                                      ============  ========  ===============  =============  ============

</TABLE>


        The accompanying notes are an integral part of these statements.

                                      F-6
<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
<S>                                               <C>                        <C>
                                                             Year Ended December 31,
                                                             -------------------------
                                                                      2001          2000
                                                           ---------------   ------------
Operating activities:
 Net loss. . . . . . . . . . . . . . . . . . . .  $             (3,407,395)  $(3,398,080)
 Adjustments to reconcile net (loss) to
 net cash provided by (used in) operations:
 Depreciation and amortization . . . . . . . . .                   473,355       719,056
 Write off of goodwill . . . . . . . . . . . . .                   749,055             -
 Loss on disposition of kiosk division . . . . .                   319,520             -
 Loss on sale of property. . . . . . . . . . . .                     6,643             -
 (Increase) in accounts receivable . . . . . . .                  (172,193)      (62,944)
 (Increase) in inventory & deferred refurbishing                  (842,738)     (127,961)
 Increase in accounts payable. . . . . . . . . .                 1,458,411       200,588
 Increase (decrease) in unearned revenue . . . .                         -      (120,000)
 Common stock issued for services. . . . . . . .                   639,495       928,405
 Other . . . . . . . . . . . . . . . . . . . . .                    15,638         9,642
                                                           ---------------   ------------

Net cash (used in) operating activities. . . . .                  (760,209)   (1,824,509)
                                                           ---------------   ------------

Investing activities:
 Investment in designs, trademarks and equipment                      (862)     (610,892)
 Investment in goodwill and other assets . . . .                         -      (955,250)
 Proceeds from sale of assets. . . . . . . . . .                       500             -
 Investment in note receivable . . . . . . . . .                  (100,000)            -
                                                           ---------------   ------------

Net cash (used in) investing activities. . . . .                  (100,362)   (1,566,142)
                                                           ---------------   ------------

Financing activities:
 Repayment of notes and advances . . . . . . . .                         -      (277,841)
 Proceeds from notes and advances payable. . . .                   997,157     3,400,303
 Common stock issued for cash. . . . . . . . . .                         -       250,000
 Other . . . . . . . . . . . . . . . . . . . . .                         -        35,600
                                                           ---------------   ------------

Net cash provided by financing activities. . . .                   997,157     3,408,062
                                                           ---------------   ------------

Net increase in cash and cash equivalents. . . .                   136,586        17,411

Cash and cash equivalents, beginning of year . .                    43,332        25,921
                                                           ---------------   ------------

Cash and cash equivalents, end of year . . . . .  $                179,918   $    43,332
                                                           ===============   ============

Interest paid. . . . . . . . . . . . . . . . . .  $                 61,000   $   165,122
Income taxes paid. . . . . . . . . . . . . . . .                         -             -

Non-cash financing and investing activities:
 Conversion of preferred stock to common stock .                         -            16
 Conversion of debentures to common stock. . . .  $                120,000   $         -
 Warrants received for sale of assets. . . . . .                   133,333             -
</TABLE>

        The accompanying notes are an integral part of these statements.

                                      F-7
<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

ORGANIZATION  AND  PRINCIPLES  OF  CONSOLIDATION

The  consolidated  financial  statements  of Go Online Networks Corporation (the
"Company")  (formerly  Jones  Naughton  Entertainment,  Inc.)  and  consolidated
subsidiaries  include  the  accounts  of  Go  Online  Networks  Corporation,
incorporated  in  Colorado  on  October 20, 1987, and reincorporated in Delaware
effective  September  14,  1999,  and  its  subsidiaries  AMS  Acquisition Corp.
("AMS"),  incorporated  in  Nevada  on June 2, 1998; and Digital West Marketing,
Inc.,  ("Digital")  which  was  acquired  by the Company on August 31, 2000, and
Westlake  Capital  Corp. (Westlake) acquired January 20, 2000 for the purpose of
facilitating  the  Company  becoming a reporting company with the Securities and
Exchange  Commission.  No  assets  were  acquired  as  part  of  the  Westlake
transaction.  The acquisition of Westlake was accounted for as a purchase and as
a  "reverse  acquisition." The Company's investment in Auctionomics, Inc., which
was  incorporated  on June 8, 1999, was sold during May 2000. The Internet sales
and  consulting  businesses  of AMS were terminated during 2001. During December
2001,  the  computer kiosk business was disposed of as disclosed in Note 16. AMS
and  Auctionomics were 75% owned subsidiaries of Go Online Networks Corporation.
The  Company  is  principally  in  the computer and related product refurbishing
businesses.  All  material  inter-company  accounts  have been eliminated in the
consolidation.  The  Company  has  selected  December  31  as  its  year  end.

RESTATEMENT  OF  FINANCIAL  STATEMENT  AS  OF  DECEMBER  31,  1999

The  balance  of  deficit  and  total  stockholders'  deficit  included  in  the
Consolidated Statement of Stockholders' (Deficit) has been increased by $890,000
from that disclosed in prior published financial statements resulting because of
an  increase  in  stock-based  compensation.

USE  OF  ESTIMATES  IN  THE  PREPARATION  OF  FINANCIAL  STATEMENTS

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results  could  differ  from  those  estimates.

BASIS  OF  PRESENTATION  -  GOING  CONCERN

The  accompanying  financial  statements  have  been prepared in conformity with
principles  generally  accepted  in  the  United  States,  which  contemplates
continuation  of  the  Company  as  a  going  concern.  However, the Company has
suffered  recurring  losses  from  operation  has a net capital deficiency, that
raise  substantial  doubts about its ability to continue as a going concern. The
financial  statements  do not include any adjustments that might result from the
outcome  of  this uncertainty. Management's plan to continue in operations is to
raise  additional  debt or equity capital until such time the Company is able to
generate  sufficient  operating  revenue.


                                      F-8
<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

BASIS  OF  PRESENTATION  -  GOING  CONCERN  (CONTINUED)

In  view  of  these  matters,  realization  of  certain  of  the  assets  in the
accompanying  financial statements is dependent upon continued operations of the
Company,  which  in  turn  is  dependent  upon the Company's ability to meet its
financial  requirements, raise additional capital, and the success of its future
operations.  Management  believes  that  its ability to raise additional capital
provides  the  opportunity  for  the  Company  to  continue  as a going concern.

CASH  AND  CASH  EQUIVALENTS

The Company considers cash on hand, cash in banks, certificates of deposit, time
deposits, and U.S. government and other short-term securities with maturities of
three  months  or  less  when  purchased  as  cash  and  cash  equivalents.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

Financial  Accounting  Standards  Board  ("FASB")  issued Statement of Financial
Accounting  Standards  No.  107  ("SFAS  107"),  Disclosure  About Fair Value of
Financial  Instruments.  SFAS  107 requires disclosure of fair value information
about  financial  instruments when it is practicable to estimate that value. The
carrying amount of the Company's cash and cash equivalents, accounts receivable,
prepaid expenses and other current expenses, deferred refurbishing cost, and the
current  portions  of  notes  and debentures payable approximate their estimated
fair  values  due  to  their  short-term  maturities.

EARNINGS  PER  SHARE

Basic  earnings per share is computed by dividing net income (loss) available to
common  stockholders  by  weighted  average number of common shares outstanding.
Diluted  earnings  per  share  is  not  shown because it would be anti-dilutive.

INVENTORIES

Inventories  are stated at the lower of cost or market. Cost is determined using
the specific identification method for computer systems and average cost for all
other  types  on  inventory.

Costs  incurred to refurbish unsold computer systems, including parts and labor,
are  shown  as  deferred  refurbishing  costs.



                                      F-9
<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

EQUIPMENT

The  Company  carries  its  investment  in  equipment, consisting principally of
office equipment and computer refurbishing equipment, at cost net of accumulated
depreciation. Depreciation is computed based on the useful life of the equipment
over  a period of three to ten years on a straight-line basis for both financial
reporting  and  income  tax  purposes.  Equipment  at December 31, 2000 included
computer  access  kiosks  that  were  sold  during  2001.

SEGMENT  INFORMATION

The Company's business is organized, managed and internally reported as a single
segment.  All  revenues  except  of immaterial amounts are derived from computer
refurbishment  in  the  United  States.

GOODWILL

The  Company  recorded  goodwill  in connection with the acquisition of Digital.
During  the  fourth  quarter  of  2001, the Company wrote off the balance of the
carrying  value  of  the  goodwill.  (See  note  6)

STOCK  ISSUED  FOR  SERVICES

The  Company has issued stock to certain individuals and companies for services.
The  market  value  of  the  shares  issued  was  recorded  as an expense in the
accompanying  financial  statements.

STOCK-BASED  COMPENSATION  PLANS

The  Company  accounts  for  stock-based  compensation using the intrinsic value
method prescribed in Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" and related Interpretations and elects the disclosure
option  of  SFAS No. 123 "Accounting for Stock-Based Compensation". Accordingly,
compensation  cost  for  stock options is measured as the excess, if any, of the
fair  value  of  the Company's stock at the date of the grant over the amount an
employee  must  pay  to  acquire  the  stock.  The  Company  also  records stock
compensation  expense  for  any  options  issued to non-employees using the fair
value  method  prescribed  in  SFAS  123.

INCOME  TAXES

The  Company,  as  of  December  31,  2001, had approximately $15,600,000 of net
operating  loss  carryovers  that  expire  in  years  through  2021. A change in
ownership  of  more  than  50% of the Company may result in the inability of the
company  to  utilize  the  carryovers.  As of December 31, 2001, the Company had
deferred  tax  assets  of  approximately $4,710,000 related to the net operating
loss  carryovers.  A  valuation allowance has been provided for the total amount
since  the  amounts,  if any, of future revenues necessary to be able to utilize
the  carryovers  are  uncertain.



                                      F-10
<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

PREFERRED  STOCK

The  Company  has  outstanding  663,333 shares of Series A Preferred Stock. Each
share  of Series A Preferred Stock is convertible into one share of Common Stock
at  the  option  of  the holder. The Series A Preferred Stock votes on equal per
share  basis  with  the  Common  Stock,  and  is  eligible to receive equivalent
dividends  to  the  shares of Common Stock. In the event of a liquidation of the
Company, the Series A Preferred Stock has a liquidation preference of the number
of  shares  plus  8%  from  the  time  of  issuance.

The  Company  has  outstanding  2000  shares  of  Series B $100 Principal Amount
Preferred Stock. Upon the event that Digital reports positive net income for one
calendar  quarter,  the  Series  B  shareholder  will become entitled to receive
dividends  on  the  same  per  share  basis as holders of Common Stock, have all
voting  rights  and liquidation rights as a share of Common Stock, and the right
to  convert  to  Common  Stock  at  a  conversion price determined by an average
closing  price  of  the  Common  Stock  for  a period preceding conversion date.

VALUATION  OF  LONG-LIVED  ASSETS

The  Company  periodically  analyzes  its  long-lived  assets  for  potential
impairment,  assessing  the  appropriateness  of  lives  and  recoverability  of
unamortized balances through measurement of undiscounted operating cash flows on
a  basis  consistent with accounting principles generally accepted in the United
States  of  America.

REVENUE  RECOGNITION  AND  WARRANTIES

Revenue  is  recognized  at  the  time  of  shipment.  Products are sold without
warranties  except  for  manufactures  warranties.

ADVERTISING

The  Company  expenses  advertising  costs as incurred and the total amounts for
2001  and  2000  were  not  material.

DIVIDENDS

The  Company  paid  no  dividends  in  2000  or  2001.

RECLASSIFICATIONS

Certain  reclassifications  have  been made to previously reported statements to
conform  to  the  Company's  current  financial  statement  format.


                                      F-11
<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE  2  -  ADVANCES  AND  ACCRUED  EXPENSES  -  RELATED  PARTY

The Company's chief executive officer has loaned various amounts to the Company,
and  the  officer  has unpaid compensation due him. The balances, as of December
31,  2001,  were  $311,388  in  loans  and  $96,000  in unpaid compensation. The
balances  were  $307,144  and  $48,000,  respectively,  as of December 31, 2000.

On June 26, 2000, the Company issued 2,740,000 shares of its common stock to its
chief  executive  officer,  valued  at approximately $.11 per share and totaling
$301,485,  representing  his  unpaid compensation through June 30, 2000. On July
13, 2000, the Company issued 480,000, at $.10 per share in payment of six months
compensation.

During  2000,  the  Company  received  cash  in  connection  with  loans payable
amounting  to  $250,000.  The  loans  were  guaranteed  by  the  Company's chief
executive  officer  pledging 1,500,000 shares of the Company's common stock that
was  given  up  by  the  officer  in  2000  under  a  voluntary  foreclosure.

NOTE  3  -  ISSUANCE  OF  COMMON  STOCK

During 2000, in connection with the acquisition of Westlake described in Note 1,
the  Company  issued  3,000,000  shares  to  the  shareholders  of  Westlake. An
additional  1,275,000  shares  were  issued  as  payment of legal and consulting
services  in  connection  with  the  acquisition.

Additional  shares  were  issued  during  the  year  ending  December  31, 2000,
including  2,500,000 shares sold for cash, 1,735,000 shares issued for legal and
consulting  services,  2,740,000  shares  were  issued  to  the  Company's chief
executive  officer  as  described  in  Note  2,  16,000  shares  were  issued by
conversion  of  16,000  shares  of  the Company's Series A Convertible Preferred
Stock  and 750,000 shares were issued in the acquisition of Digital. The Company
had  937,500  shares  of  its common stock returned to it in connection with the
sale  of  its  interest  in  Auctionomics,  Inc.

During  2001,  the Company issued 2,527,767 shares in exchange for conversion of
convertible  debentures  and  10,771,956  shares  for  services.

A  total  of  2,528,930  shares  were  issued  during 2001 to a person who was a
Company  officer  for  a portion of the year. Of the amount issued to the former
officer,  1,368,930  shares  were  issued  for  consulting  services  accrued at
December  31,  2000  prior  to  the  person  becoming  an  officer.

NOTE  4  -  ISSUANCE  OF  SERIES  A  PREFERRED  STOCK

During  2000,  the Company issued 150,000 shares of its Series A Preferred Stock
to  a  group  of  individuals  for  consulting  services.

The  Company,  in  2000,  issued 30,000 shares of its stock in connection with a
settlement  of  an  outstanding  lawsuit,  in  which the Company paid $12,500 in
addition  to  the  issuance  of  the  Series  A  Preferred  Stock.


                                      F-12
<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE  5  -  RISKS  AND  UNCERTAINTIES,  CONCENTRATION  OF  BUSINESS

The  Company's source of computers for the purpose of refurbishing represents in
excess  of  95%  of  the  Company's  total  revenue.

The  Company's  customers  and  vendors are principally in the U.S.A. and with a
significant  concentration  in  California.  Since  the  Company's  business  is
principally  in  computer  related  activities, this concentration of operations
results  in  an  inherent  risk  and  uncertainty.

NOTE  6  -  ACQUISITION  OF  DIGITAL  WEST  MARKETING,  INC.

On  August  31,  2000,  the  Company  acquired  all  of the outstanding stock of
Digital.  Thereafter, Digital became a wholly owned subsidiary. The acquisition,
for  accounting  purposes,  was  treated  as  a  purchase.  In consideration for
acquiring the stock, the Company paid $825,000 and these monies were utilized to
pay  prior  indebtedness,  accounts payable, and accrued expenses.  In addition,
the  Company  issued 750,000 restricted shares of its common stock, a warrant to
purchase  an  aggregate  of  750,000  shares of the Company's common stock for a
period  of  two years at $.022 per share. The restricted common stock issued was
recorded at 90% of the Company's direct market value as of the date of issuance.
The  Company  also  issued  2,000  shares of its newly authorized Series B. $100
Principal  Amount  Preferred  Stock.  Subsequent  to  the  acquisition date, the
parties  modified  the agreement to account for items including cash, inventory,
and  accounts  payable  assumed  to  reflect a corrected interpretation of their
agreement.

The  Company  accounted  for the acquisition of the common stock of Digital as a
purchase. The detailed accounting for the assets and liabilities included by the
acquisition  reflecting  Goodwill,  as  modified,  as described in the preceding
paragraph,  and  is  as  follows:

Assets  acquired:
     Inventory                             $     155,578
     Prepaid  expenses                            15,435
     Deposits                                     33,493
     Office  furniture                            58,775
     Office  equipment                            34,177
     Computer  equipment                          55,699
     Lab  furniture  &  fixtures                   6,903
     Warehouse  equipment                         26,194
     Machinery  &  equipment                      15,441
     Lab  equipment                              256,294

     Accumulated  depreciation                  (200,088)
     Miscellaneous                                 1,044
     Goodwill                                  1,021,440
                                               ---------
          Total                          $     1,480,385


                                      F-13
<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE  6  -  ACQUISITION  OF  DIGITAL  WEST  MARKETING,  INC.  (CONTINUED)

Less  liabilities  assumed:
     Expenses  assumed                           20,000
     Lease  obligations  assumed                 43,846
     Accounts  payable  assumed                  10,961
     Inventory  accounts  payable               155,578
                                                -------
          Total                                 230,385
                                                -------
Net  cost  of  acquisition              $     1,250,000
                                              =========


The  acquisition  payments  are  as  follows:
     Common  stock  issued                $     195,000
     Series  B  preferred  stock  issued        200,000
     Warrants  to  buy  common  stock  issued    30,000
     Cash  paid                                 825,000
                                                -------

Total  acquisition  costs               $     1,250,000
                                              =========

The Company recorded goodwill in the acquisition of Digital of $1,021,440, which
was  being  amortized  over  five  years.

During  December 2001, the Company determined, in accordance with SFAS 121, that
the value of goodwill was impaired. Accordingly, the Company has written off the
unamortized portion. During November 2001, the Company terminated the employment
of  Digital's  president,  and,  the  subsidiary  has  continued to show losses.
Certain  portions  of  the subsidiary's business, prior to acquisition, has been
discontinued.  In  view  of  the  Company's need to raise additional capital, to
continue  as  a  going  concern, management believes that there is no continuing
value  to  the  goodwill  recorded  at the time of the subsidiary's acquisition.

NOTE  7  -  ACCOUNTS  RECEIVABLE  -  RETRONICS,  INC.  -  RELATED  PARTY

The  Company's  subsidiary,  Digital,  has made sales to a company controlled by
Digital's  former  President,  who  was terminated in November 2001. Such sales,
made  prior  to termination, total $1,657,618 and $288,632 during 2001 and 2000,
respectively,  represent approximately 31% and 36% of Digital's total sales. The
sales  for 2001 represented the amounts sold to November 5, 2001 that represents
the  sales  made  prior  to Digital's former president prior to his termination.
Retronics,  Inc.  owes  the  Company for amounts paid by the Company that should
have  been paid by Retronics, Inc. The accompanying financial statements include
a valuation reserve provision for the entire account receivable of approximately
$132,000.


                                      F-14
<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE  8  -  IMPAIRMENT  OF  LONG-LIVED  ASSETS

In  accordance  with  SFAS  121,  the  Company  has  made an assessment that its
investments  in  Internet  kiosk  machines  were  impaired at December 31, 2000.
Consequently,  the  Company  reduced  its  value  as  of December 31, 2000 to an
estimated  net  realizable  value.  A  total of $311,493 has been included as an
expense  in the accompanying statement of operation for the year ending December
31,  2000.  During December 2001, the Company disposed of its kiosk machines and
is  no  longer  in  this  segment  of  the  business.

NOTE  9  -  NOTES  PAYABLE  AND  ACCRUED  INTEREST

The  Company  had  two  notes  payable  outstanding  from loans made in 1995 for
$49,500  and  $52,500 respectively bearing interest at 7% per annum. The lenders
have  the  right  to  demand  payment in full on the notes and failure to pay on
demand  would  increase the interest rate to 18% per annum. The lenders have the
right  to  convert  the  notes to common stock at a rate of $.125 per share. The
balances  payable,  including  interest,  at  December  31, 2001 are $79,412 and
$74,994, respectively. The balances payable, including interest, at December 31,
2000,  were  $73,899  and  $69,744,  respectively.

NOTE  10  -  ISSUANCE  OF  SERIES  2000-A  EIGHT  PERCENT  CONVERTIBLE  NOTES

Effective  January  10,  2000,  the  Company  entered into a Securities Purchase
Agreement  whereby  the  buyer  agreed to buy from the Company $1,000,000 of its
Series  2000-A  Eight  Percent (8%) Convertible Notes, maturing January 1, 2002,
and payable in quarterly installments in arrears on March 31, June 30, September
30,  and  December  31, of each year during the term of the Note, with the first
such  payment  to  be  made  March  31, 2000. Accrual of interest may be payable
either  in  cash  or Common Stock at the holder's option. If interest is paid in
Common Stock, the number of shares to be delivered in payment will be determined
by taking the dollar amount of interest being paid divided by the average of the
closing  bid  prices  for the Common Stock for the ten trading days prior to the
due  date  of  such  interest. The Notes are convertible into Common Stock, upon
certain  Registration,  and for prices determined at various dates as defined in
the  agreement.  The purchase price was $500,000 in cash and cancellation of the
$538,462  of  the  convertible  debentures  outstanding as of December 31, 1999.
During  2001,  $120,000  of  notes  were  converted  to  common  stock.

The  Company  made  interest payments of $61,000 during 2001. The unpaid accrued
interest  is  shown  in  the  accompanying  financial  statements  as  a current
liability.  The  Company  obtained  an  extension  agreement for $645,882 of the
$880,000  in notes, extending the maturity to January 1, 2003, which is shown as
long  term.

NOTE  11  -  CONVERTIBLE  DEBENTURES  AND  NOTES  PAYABLE

In  September  and  November  2000, the Company sold an aggregate of $550,000 of
convertible  debentures  payable  with  interest  at  10%. The debentures mature
during  July  2002.  The  debentures  are  convertible  into common stock of the
Company at the lower of 60% of the average market closing price for the ten days
prior  to  conversion  or  $.18  per  share.


                                      F-15
<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE  11  -  CONVERTIBLE  DEBENTURES  AND  NOTES  PAYABLE  (CONTINUED)

On  January  12,  2001  the  Company issued a convertible note for $375,000, due
January  12,  2003 with interest payable quarterly at 10% per annum. Interest is
payable  in cash or in common stock at the holder's option and shall commence on
January  12,  2001, and continue until the outstanding principal amount has been
paid or duly provided for. The note is exchangeable in denominations of not less
than  $50,000  amounts  at such times as requested by the holder at a conversion
price  for  each  share  of  common  stock  at  $0.045  per  share.

On  May  3,  2001,  the  Company  issued  $500,000,  eight  percent  convertible
debentures  due  May  3,  2003.  The  debentures are convertible at the lower of
eighty percent of the average of the ten lowest closing prices for the Company's
common  stock  for  the  thirty  trading  days  prior to the closing date of the
issuance  of  the  debentures (which was $0.0439 per share) or eighty percent of
the  average of the ten lowest closing bid prices for the Company's common stock
for  the sixty trading days prior to the conversion dates. Any individual holder
of  the  convertible debentures cannot convert if the conversion would result in
their  holding  more  than  4.99 percent of the Company's issued and outstanding
common stock. The convertible debenture is collateralized by 2,000,000 shares of
the  Company's common stock owned by the Company's president. In addition to the
convertible  debenture,  the  Company  issued  the  holder a warrant to purchase
1,000,000  shares  of  common  stock  at 110 percent of the average of the three
lowest  closing bid prices of the ten closing bid prices of the Company's common
stock,  prior  to  closing  on May 3, 2001. The warrant exercise is $0.06196 per
share and are exercisable until May 3, 2006. The Company paid a $750 escrow fee,
legal  fees  of  $8,000  and  a  fee  of  $52,500  to a Fund Manager of the Fund
acquiring  the  debentures.

On  December  18,  2001,  the Company issued a $250,000, 8% convertible note due
December  18, 2003. The note is convertible into the common stock of the Company
at  a  purchase  price  of  $0.0344. In addition, the Company was given a common
stock  purchase warrant to purchase 600,000 shares of the Company's common stock
at  an  adjustable  purchase  price,  currently  $0.34  per  share.

The  debentures  and  notes included herein and the Series 2000-A 8% convertible
notes  described  in  the  preceding  Note  10  are  summarized  as  follows:

Series  2000-A Convertible debenture 8%, due January 1,
2003 and March  2,  2002                                      $       880,000
Convertible  debenture  payable,  10%,  due  July  2002               550,000
Convertible  note  payable  10%,  due  January  12,  2003             375,000
Convertible  note payable, 8%, due May 3, 2003                        500,000
Convertible note payable, 8%, due December 18, 2003                   250,000
                                                                    ---------
               Total                                              $ 2,555,000
     Less  current portion                                            784,118
                                                                    ---------
               Total  long  term  notes  and  debentures         $  1,770,882
                                                                 ============



                                      F-16
<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE  12  -  SALE  OF  AUCTIONOMICS,  INC.

Effective  June  10,  1999,  the Company entered into a stock purchase agreement
whereby  the  Company  acquired  75%  ownership  of  Auctionomics, Inc. a Nevada
corporation,  by  issuing  common  stock  of  the  Company  and warrants for the
purchase  of  the  Company's  common stock. Auctionomics, Inc. did not become an
operating  company,  and  during 2000 the Company sold its interest by receiving
back  certain  of  its common stock and $140,000 in cash. The Company recorded a
gain  of  $139,280  based  upon  the  cash  consideration  only.

NOTE  13  -  STOCK-BASED  COMPENSATION  AND  STOCK  OPTION  PLAN

STOCK  OPTION  PLAN

The  company  has a Nonstatutory Stock Option Plan and an Incentive Stock Option
Plan,  effective  November  15,  2000  through  December  31,  2009. The plan is
administered  by  the board of directors. Under the plans, the company may grant
options  up  to 5% of the outstanding stock at December 31 of the preceding year
(4,313,020 for 2001). The exercise price is 50% to 110% of the fair market value
of  the  company's  stock  on  the  date  of grant. The board of directors, with
certain  additional  restrictions,  may  fix  terms  and  vesting.

STOCK  OPTIONS

As permitted by FASB Statement No. 123, Accounting for Stock-Based Compensation,
the  Company  has  elected to follow Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees (APB 25) and related interpretations in
accounting  for  its  employee option plans. Under APB 25, compensation expenses
are  recognized  at  the  time  of  option  grant  if  the exercise price of the
Company's employee stock option is below the fair market value of the underlying
common  stock  on  the  date  of  the  grant.

The  Company's  Board  of  Directors has granted non-qualified stock options and
warrants  to  officers,  directors,  employees and investors of the Company. The
following  is a summary of activity under these stock option plans for the years
ended  December  31,  2001  and  2000.

<TABLE>
<CAPTION>
<S>                                     <C>            <C>             <C>
                                                       NON-EMPLOYEE   WEIGHTED
                                                       OPTIONS        AVERAGE
                                        EMPLOYEE       AND            EXERCISE
                                        OPTIONS        WARRANTS       PRICE
                                        -------------  ----------     ----------
OPTIONS OUTSTANDING, December 31, 1999     1,250,000     126,560      $     .28
                                        -------------  ----------     ----------
 Granted . . . . . . . . . . . . . . .       650,000           -      $     .45
 Exercised . . . . . . . . . . . . . .             -           -              -
 Cancelled . . . . . . . . . . . . . .      (100,000)          -      $    (.32)
                                        -------------  ----------     ----------

OPTIONS OUTSTANDING, December 31, 2000     1,800,000     126,560      $     .36
 Granted . . . . . . . . . . . . . . .       250,000   1,600,000      $     .07
 Exercised . . . . . . . . . . . . . .             -           -              -
 Cancelled . . . . . . . . . . . . . .    (1,550,000)   (126,560)     $    (.36)
                                        -------------  ----------     ----------
OPTIONS OUTSTANDING, December 31, 2001       250,000   1,600,000      $     .07
                                        -------------  ----------     ----------
</TABLE>


                                      F-17
<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE  13  -  STOCK  BASED  COMPENSATION  -  STOCK  OPTIONS  (CONTINUED)

For  all  options  granted  during  2000, the weighted average fair value of the
grants  at  market  was $.30. The fair value of the 650,000 options issued above
and  below  market  was  calculated to be $156,251. For all options and warrants
granted  in  2001,  the  weighted average fair value of the grants at market was
$.05.  The  fair value of the 1,850,000 options and warrants issued above market
was  calculated  to  be  $86,154.  The  weighted  average  remaining life of all
options  and  warrants  as of December 31, 2001, was approximately 2.8 years. At
December  31,  2001,  all  options  were  fully  vested  and  exercisable.

If  not  previously  exercised,  options  outstanding at December 31, 2001, will
expire  as  follows:

<TABLE>
<CAPTION>
<S>           <C>                        <C>                               <C>      <C>

Year ending.                             Weighted Average     Number of
December 31,  Range of Exercise Prices   Exercise Price       Shares
------------  ------------------------   ----------------    -----------
              High     Low
              -----   -------
2003 . . . .  $ .22  $    .22              $   .22             250,000
2004 . . . .  $ .03  $    .03              $   .03             600,000
Thereafter .  $ .06  $    .06              $   .06           1,000,000
                                                             ---------
                                                             1,850,000
                                                             =========
</TABLE>

PRO  FORMA  STOCK-BASED  COMPENSATION  DISCLOSURES

The Company applies APB Opinion 25 and related interpretations in accounting for
its  stock  options  and  warrants  which are granted to employees. Accordingly,
compensation  cost  of  $20,000  has  been  recognized  for grants of options to
employees  since  the  exercise  prices  were  less  than  the fair value of the
Company's common stock on the grant dates. Had compensation cost been determined
based  on  an  estimate of the fair value consistent with the method of SFAS No.
123  at the grant dates for awards under those plans, the Company's net loss and
loss  per  share  would  have  been increased to the pro forma amounts indicated
below.

<TABLE>
<CAPTION>
<S>                                               <C>                        <C>
                                                            Year Ended December 31,
                                                            -----------------------
                                                                      2001          2000
                                                  ------------------------   ------------
Net loss applicable to common stockholders
 As reported . . . . . . . . . . . . . . . . . .  $             (3,407,395)  $(3,398,080)
 Pro forma . . . . . . . . . . . . . . . . . . .                (3,458,563)   (3,398,080)
Net loss share applicable to common stockholders
 As reported . . . . . . . . . . . . . . . . . .  $                   (.04)  $      (.05)
 Pro forma . . . . . . . . . . . . . . . . . . .                      (.04)         (.05)

</TABLE>

The  pro  forma  net  loss  is  restated  from  previously  published  financial
statements  resulting  from a reduction of the pro forma adjustment of $146,710.
The  reduction  gives  effect to a decrease of outstanding options for 4,000,000
shares  of  stock previously shown as granted in 2001. The options were recorded
in  error  because  the  board  of  directors  had  not approved their issuance.


                                      F-18
<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE  13  -  STOCK  BASED  COMPENSATION  (CONTINUED)

The  fair value of each employee option and warrant granted in 2001 and 2000 was
estimated on the date of grant using the Black-Scholes option-pricing model with
the  following  weighted  average  assumptions:

<TABLE>
<CAPTION>
<S>                        <C>                       <C>
                           Year Ended December 31,
                           ------------------------
                                              2001   2000
Expected volatility . . .                      199%   215%
                           ------------------------  -----
Risk-free interest rate .                     2.96%  5.75%
Expected dividends. . . .                        -      -
Expected terms (in years)                      2.9    2.0
</TABLE>

NOTE  14  -  RECENT  ACCOUNTING  PRONOUNCEMENTS

In  June  of  1999,  the  FASB  issued Statement of 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 as
derivatives as either assets or liabilities on the balance sheet at their 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
Company  does not expect the adoption of this standard to have a material impact
on  its  results of operations, financial position or cash flows, as the Company
currently  does  not  engage  in  any  derivative  or  hedging  activities.

In  December  1999,  the  Securities  and Exchange Commission (the "SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements"  which  provides  additional guidance in applying generally accepted
accounting  principles  to  revenue  recognition  in  financial  statements.
Subsequently,  the  SEC issued SAB 101B which delayed the implementation date of
SAB  101  for registrants with fiscal years that begin between December 16, 1999
and  March  15,  2000,  which  required the Company to be in conformity with the
provisions  of SAB 101, as amended by SAB 101B, no later than the fourth quarter
of  the  year  2000.  The  Company  adopted SAB 101 during the fourth quarter of
2000.  The  Company  believes  that  the  adoption of SAB 101, as amended by SAB
101B,  has  not  had  material  effect  on  the  financial  position, results of
operations  or  cash  flows of the Company for the years ended December 31, 2001
and  2000.

 NOTE  15  -  LEASE  OBLIGATIONS

The  Company  and its subsidiaries have entered into various office and facility
leases.  The  leases  are generally subject to a base rent with varying increase
provisions  as provided for in the leases.  Future base rent commitments, during
the  years  ended  December  31  under  the  leases  are  as  follows:

2002      $  164,232
2003         138,446


                                      F-19
<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE  16  -  DISPOSAL  OF  KIOSK  BUSINESS  AND  RELATED  ASSETS

During  December  2001,  the Company sold its kiosk business and related assets.
Consideration received included a warrant in the amount of $100,000 allowing the
Company  to  convert  the  $100,000 warrant into common stock of the entity that
acquired  the  kiosk  business  and assets.  The warrant is convertible into the
number  of shares of common stock of the entity based on exchanging the $100,000
for  common  shares  at 75% of market value at any time after December 18, 2001.
The  Company  recorded  the  value  of  the warrants at $133,333. In addition to
receiving  the  warrants,  the  Company loaned the buyer $100,000 and included a
financing  charge  of $50,000 for a total of $150,000. The loan is a convertible
note,  convertible  to  common  stock  on  the same basis as the warrants listed
above,  with  interest at 8% and matures June 30, 2002. Because of the financial
condition  of  the  buyer, the Company has impaired the value of the warrants in
their  entirety  and  provided  an  allowance for collectibility of the note for
$100,000.  The  remaining  $50,000  financing  charge  has  reduced the deferred
financing costs obtained in connection with the acquisition of the funds used to
make  the  loan. The $233,000 impairment and allowance have been included in the
accompanying  Statement  of  Operations  as  a  part  of the loss on disposal of
discontinued  operations.

NOTE  17  -  CONTINGENT  LIABILITY

During  November  2001,  the  Company  terminated  the  employment  of Digital's
President.  At  the  time  of  termination,  there  were approximately 22 months
remaining  on  his  employment  agreement.  The former President of Digital has,
subsequent  to  December  31, 2001, filed litigation against the Company and its
CEO  for various matters related to his termination of employment. The complaint
does not specify alleged damages. The Company and its legal council believe that
there  was  substantial cause for termination and intends to aggressively defend
the  litigation.  A contingency exists with respect to this matter, the ultimate
resolution  of  which  cannot  presently  be  determined.

NOTE  18  -  SUBSEQUENT  EVENTS

On  January 9, 2002, the Company issued 925,000 shares of its common stock to an
employee in accordance with his employment agreement at $0.05 per share totaling
$46,500  representing his accrued compensation at December 31, 2001. On the same
date,  the  Company  issued  466,896  shares of the Company's stock converting a
portion  of  Series  A  convertible  debentures.

During January 2002, the Company issued 3,420,476 shares of its common stock for
services  rendered  which  had  been  accrued  at  December  31,  2001.

During  February 2002, the Company entered into a contract with an organization,
with  which  it  had  prior  business  experience, to provide investor relations
services.  The  Company  agreed  to  issue  a retainer for 2,500,000 shares of a
Series  A  preferred stock valued at $65,000. The agreement also provides that a
finder's  fee  of  5% shall be provided in connection with any capital raised by
the  organization.  The  Series  A  preferred  stock  was  issued March 1, 2002.

On February 27, 2002, the maturity date of $645,882 principal amount of Series A
Convertible Debentures was extended to January 1, 2003. In consideration for the
extension,  the  Company issued warrants for the purchase of 1,000,000 shares of
Company  stock  at  $0.05  per  share  until  February  22,  2007.

                                      F-20
<PAGE>