SECURITIES  AND  EXCHANGE  COMMISSION
                                     WASHINGTON,  D.C.  20549

                                             FORM  10-KSB

[X]     ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF  1934

                  FOR  THE  FISCAL  YEAR  ENDED  DECEMBER  31,  1999

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT  OF  1934

     For  the  transition  period  from  _______________  to  _______________.


                            COMMISSION  FILE  NUMBER  O-23845

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



                  DELAWARE                                   33-0873993
     (State or other jurisdiction of                      (I.R.S. Employer
      incorporation or organization)                      Identification No.)


    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)  736-0988


     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     No  X.
                                                               ----

     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.     $89,749

     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.)  $ 51,780,106, based on the closing price for
the  common  stock  on  March  17,  2000.

     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, 1999,
there  were  75,181,843  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__


                                        1
<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 or 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.


                                        2
<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.

ITEM  1  -  DESCRIPTION  OF  BUSINESS

     Go  Online  Networks  Corporation  operates  in  the  high  technology  and
e-commerce  business utilizing a three-tiered revenue model.   In initiating our
strategy,  we  acquired  and  currently  operate  three distinct divisions, each
described  below:

     Internet  Kiosk  Division
     -------------------------

     We  are  pursuing  a strategy in the installation of internet kiosks in the
mid-priced hotel market.  Our internet kiosks, designed in three primary models,
are  installed  in  the  hotel lobby or an alternative centralized public access
room.  Our  kiosk  division has developed two suppliers capable of manufacturing
small,  integrated  kiosks  that can provide pay-as-you-use stand-alone internet
access.  At  no  cost  to  the  hotel owner and sharing revenues with us and the
owner,  our  internet kiosks have been and will continue to be marketed to these
mostly  mid-priced  hotels  by  sales  agent organizations employed by our kiosk
division.  Presently,  369  hotels  have  signed  contracts  and  167  have been
installed  as  of  January  10, 2000.  We believe that we will have many more by
year end and hope to reach our goals of installation of enough kiosks to make us
profitable  by  the  first  quarter  of  2001.

     ShopGoOnline.com
     ----------------

     Utilizing online video and audio technology to assist with customer review,
our  ShopGoOnline.com internet website offers a variety of products and services
via the world wide web.  ShopGoOnline.com sells products such as jewelry, coins,
collectibles,  electronics,  computers,  skin  care  and  beauty  products,  and
personal  fitness  products.  At  ShopGoOnline.com,  the customer can search for
products  we  have  to  sell  by  category  or by product name and obtain a full
description  of the product offer including a complete audio presentation of the
product  as  well  as  a  video  demonstration  when  appropriate.

     Auctionomics.com
     ----------------

     The  internet auction method of e-commerce has become increasingly accepted
in  today's  internet environment.  By adding Auctionomics.com to our e-commerce
business  strategy,  we are attempting to take advantage of those opportunities.
As  a  complimentary  component  of  our  network  of  e-commerce  web  sites,
Auctionomics  will  link  traffic to the ShopGoOnline.com virtual shopping mall,
and  vice  versa.


                                        3
<PAGE>

     THE  HOTEL  INTERNET  KIOSK

     We  believe  the  demand  for internet access by travelers will continue to
grow  as more of the United States and world population continues to go on line.
Travelers,  whether  business  or  personal, are a substantial potential market.
Business strategies to service the traveler's needs range from internet services
located in airports and hotels, to remote, hand held or car based devices.  User
demand,  capital  requirements, and operating costs of alternative technologies,
along  with the business models to service these travelers are all evolving, and
have  mostly  resulted  to  date  in  substantial  operating  losses.

     Within  the hotel industry, the primary attention paid to travelers to date
has been in the upscale, high priced and luxury hotels segments.  These affluent
travelers  are  viewed  as  the most likely to pay for the cost of technological
solutions to internet access and entertainment demand.  The twin demand drivers,
entertainment  and  internet,  are  expected  to  pay  for  these  sophisticated
technological  solutions.

     On  the other hand, little attention has been directed to mid-priced hotels
which  is  our  primary  focus, aside from possible provision of a modem jack on
phones.  Cable  or  a satellite service is considered for entertainment.  Owners
of  franchises are resisting orders from chain corporations to spend significant
sums,  such  as  electronic  upgrades  of  room  locks  and  other  amenities.

     In  the  upscale  and  luxury hotel category, the two leading companies, On
Command  and LodgeNet have reported substantial losses in building their in-room
entertainment  and  internet  access  business  in  luxury hotels.  LodgeNet now
services  4,700  lodging  properties  with  725,000  rooms,  providing on demand
movies,  video  games,  high-speed  internet  access  and  other  programming.
LodgeNet's losses narrowed in the first six months of 1999 to ($16 million) from
($36  million) in the first half of 1998.  Its competitor, On Command, claims an
installed base of 942,000 rooms, of which 11,000 rooms represent installation of
its new OCX platform including high-speed internet access.  Losses at On Command
for  the  first  six  months  of  1999  remained  flat at ($15 million) with the
comparable  1998  period.

     Aside  from  the current losses encountered in acquiring and installing new
accounts, and building new service technologies that include high speed internet
access, the room based services in upscale hotels require the companies to front
a  high  cost per room investment.  Capital outlays of $400 per room are common.
High-speed  internet  access  generally  revolves  around  installation  of a T1
network  service (essentially a high speed digital type of telephone line) that,
while available, has significant installation, maintenance, and operating costs.
Daily  per  room  fees  for  this  unlimited internet access approach $10.  Both
companies  offer  differing  versions  of  in-room  connectivity  for  laptops.

     Airport  based  internet  access  holds  significant  potential.  There are
significant  complexities,  costs,  and  time  encountered  for  marketing,
contracting,  and  installing  with  multiple  airport  public authorities.  The
prototype  units  being  installed  are generally sophisticated, expensive units
that  integrate  internet  services  with  multiple advertising side panels with
electronic  traveler  information  systems.  GTE is a major factor in this large
market.


                                        4
<PAGE>

     THE  MID-PRICED  HOTEL  MARKET

     Market  segmentation  of  the  hotel  industry  began  in  1981,  with  the
mid-priced and economy segments rapidly developing.  This design and operational
model  was  coupled  with  franchising,  and eventually consolidations, to build
large  numbers of hotel properties and rooms.  Brand identification programs for
these chains, e.g., Days Inn and Motel 6, were launched to promote occupancy and
brand  loyalty.  Leveraged  buyout firms such as KKR acquired major brand names,
such  as  Motel  6.  Economically  priced  hotels  with  minimal  amenities  and
standardized  design  have  now  became  commonplace.

     Today, to name just a few, corporations such as Choice Hotels International
have  franchised  over  3,600  mid-priced and budget hotels in the United States
operating  under name chain brands such as Sleep, Comfort, Quality, Roadway, and
EconoLodge.  Choice Hotels has developed mid-priced longer stay hotels under the
brand  name  Main  Stay  Suite.  Cendant  Corp developed the Days Inn franchise,
which  includes  1,755  hotels  in  the  United States.  Other chains, including
Holiday  Inn,  Ramada,  and  Howard Johnson are expanding rapidly.  Our business
model  is  intended  to  address  the build up of mid-priced hotels by providing
efficient  and cost-effective internet access for the guests in these mid strata
hotels.

     This  segment  of  hotels  generates  substantial  numbers of travelers and
potential  internet  users.  For  example,  a  150-bed  hotel  at  70% occupancy
generates  38,325  occupied  rooms per year.  If one-third of the occupied rooms
are double occupied on average, 51,000 potential internet users per year stay in
the  hotel.  In  a 500-room hotel with 70% occupancy, and with half of the rooms
averaging two people, the number of annual potential users rises to 192,000.  In
good  locations,  occupancy rates as well as double occupancy, run significantly
higher.  Location  too  will  also  affect the mix of business travelers, a more
intense  internet  user.  Younger  family  members  entertain  themselves by Web
surfing.  Our  internet kiosk business model addresses this pool of travelers at
middle  and  lower  priced  hotels  for  both  the  hotel  and  Go  Online.

     GROWTH  OF  THE  ONLINE  AUCTION

     The  internet  offers  for  the  first  time  the  opportunity  to create a
marketplace  for  person-to-person  trading--the  exchange  of  goods  between
individuals.  This  trading  has  traditionally  been  conducted through trading
forums,  such as classified advertisements, collectibles shows, garage sales and
flea markets, or through intermediaries, such as auction houses and local dealer
shops.  These  markets  are  inefficient  because,  among  other  things:

*    their  fragmented,  regional  nature  makes  it difficult and expensive for
     buyers and sellers to meet, exchange information and complete transactions;
*    they  offer  a  limited  variety  and  breadth  of  goods;
*    they  often  have  high  transaction  costs  from  intermediaries;  and
*    they are information inefficient, as buyers and sellers lack a reliable and
     convenient  means  of  setting  prices  for  sales  or  purchases.

     An internet-based centralized trading place can overcome the inefficiencies
associated  with traditional person-to-person trading by facilitating buyers and
sellers  meeting,  listing  items  for sale, exchanging information, interacting
with  each  other  and,  ultimately,  consummating  transactions. Through such a
trading  place,  buyers can access a significantly broader selection of goods to
purchase  and  sellers have the opportunity to sell their goods efficiently to a
broader  base  of  buyers.  Because  of the internet's efficiency, the number of
online  auction  purchasers  is  expected  to  increase.


                                        5
<PAGE>

OUR  PRODUCTS  AND  SERVICES

     SHOPGOONLINE.COM

     Mr.  Scott  Claverie,  the  current  President, formed the ShopGoOnline.com
division  as  a small venture to develop internet e-commerce solutions.  Through
our AMS Acquisition Corp. subsidiary, we provided seed financing in exchange for
a  75%  interest  in  the  ShopGoOnline.com  website.  This  initial  financing
contained  an  option  for  Mr.  Claverie to reacquire majority ownership.  This
option  was  recently  extinguished for 1,250,000 shares of our common stock and
certain  cash  consideration.  We  own  75%  of the equity, and are committed to
provide  overall division financing and direction.  ShopGoOnline.com is a dba of
AMS  Acquisition  Corp.

     ShopGoOnline.com  offers  a  variety of products and services via the world
wide  web.  ShopGoOnline.com  sells  products  such as household items, jewelry,
coins,  collectibles, electronics, computers, skin care and beauty products, and
personal  fitness  products.  Almost  anything  that  is normally offered to the
public  through traditional retail or exclusive TV offers or infomercials can be
available  through  e-commerce  on  the  internet.

     At ShopGoOnline.com, the customer can search for products by category or by
product name and obtain a full description of the product offer including a full
color  picture and full-motion video.  In addition, the customer will be able to
view  the  TV offer in part or in its entirety all from the ShopGoOnline.com web
site.

     When fully implemented, our ShopGoOnline.com web site will be a place where
a  customer  can find favorite products as well as some of those seen advertised
on  TV.  Our  customers can shop from hundreds of products and add them to their
electronic  shopping  cart.  At the checkout counter, the customer purchases all
the  products  selected  from  one easy location.  Our ShopGoOnline.com division
then processes the orders and has the products delivered right to the customers'
door.

     Our ShopGoOnline.com division derives revenue from three different sources:

1.     Direct  Sales B from selling product and services that are offered on the
       web  site.
2.     Indirect  sales  B  by referring our customers to "link share" numbers to
       purchase  products  advertised  on  our  web  site.
3.     Web  hosting  B  by  hosting  other  web  pages that reside on our server

     Our  ShopGoOnline.com  web  site  opened for business on July 6, 1999.  Our
site  is now open 24 hours a day, 365 days a year.  We are in the initial growth
phase  of  our  sales and advertising.  For the period from inception of our web
site  until December 31, 1999, we have had total gross sales of $21,456 on total
expenses  associated  with  ShopGoOnline  of  $212,856  B  a  loss  of $182,612.
Additional  income  of  $22,219  was generated by ShopGoOnline for a business to
business  web site development project for an outside third party.  Our products
are shipped by our vendors via a method of the vendor's choice, although to date
most  of  our  vendors  have  selected  UPS  as  their  primary  shipper.

     Currently, our ShopGoOnline.com web, file, print and fax servers operate on
industry  standard  hardware  (including  Intel processors, Seagate and IBM hard
drives  and Linux software), that can be easily replaced if problems arise.  Our
online video and audio technology is provided through our relationship with Real
Networks,  Inc.,  and their RealAudioJ and RealVideoJ products which have become
widely  utilized  and  accepted  on  the internet.  Our use of their products is
producing  videos  that  the  compatible  with  the  users  home/work  internet
connection  and  software.

     Our  internal  and  external web server software is balanced and maintained
using  a  server-load based rotation scheme.  If a server becomes busy, the next
available  server  will  receive  and process the request.  As the requests grow
beyond the capacity of the equipment, new machines will be added to the rotation
scheme  in  short  order.  This scheme allows for growth and failure redundancy.
To  our knowledge, there are no known material limitation or upgrades necessary.


                                        6
<PAGE>

     We  supply  the  products sold on ShopGoOnline.com directly from agreements
with  vendors  who  sell  on our site.  These vendors include 5th Avenue, Ingram
Micro,  Ingram Entertainment, Panda America, Guthey Renker and Carefree Traders.
We  generally  do  not  warehouse  any  inventory ourselves for resale.  We make
arrangements  with each individual vendor to package, ship and notify us of sale
and delivery.  We obtain payment from our customers and pay the vendors directly
for  these  products.

     On  September  15,  1999  we entered into an agreement with Panoscan, Inc.,
through  which  Panoscan  will  work  with  ShopGoOnline  to develop new ways to
present  and  promote  products  using  digital imaging.  Specifically, Panoscan
agreed  to  use its camera system to capture images for use on the Vera's in the
Glen  area  of  the  ShopGoOnline  site.  We  agreed  to  credit Panoscan in our
promotions  and  press  releases.  Panoscan  has  completed  their  work  on the
specific  site  section  and  it  has  been  implemented  on  our  web  site.

     INTERNET  KIOSK  DIVISION

     Our  internet  kiosk,  designed  in three primary models, is designed to be
installed  in  a  hotel  lobby or an alternative centralized public access area.
Our  primary  strategy  is  to  place  these internet access kiosks in mid-price
hotels  in  the  lobby  or  another  high  access  area.

     We  have  contractual  arrangements  with  iCom  Network,  Inc.  as well as
Infotouch  Technologies,  Inc.,  two suppliers who manufacture small, integrated
kiosks  that  can  provide  pay  as  you  use  stand alone internet access.  Our
agreement  with  iCom  provides  that we agree to purchase five hundred internet
kiosks  over  twelve  months  with  a minimum of 25 per month at a cost to us of
$3,250.00  per  kiosk (payable net 15 days after shipment).  On June 22, 1999 we
agreed  to  purchase  50  surfnet  internet  terminals from Infotouch during the
subsequent  45  days  at  between $3,195.00 and $3,395.00 each (depending on the
specific  model  chosen).

     At no cost to the owner and in a revenue sharing model, our internet kiosks
have  been and will continue to be marketed to mostly mid-priced hotels by sales
agent  organizations  employed  by  our  Kiosk  Division.

     Available kiosks range from 23 inches wide to 30 inches wide, and 20 inches
high  for the table top versions to 68.5 inches high for some of the stand alone
versions.  The  hotel  chooses from our agreement the type of kiosk they desire,
the  manufacturer  and  the kiosk finish color.  Each kiosk includes a mechanism
for  accepting currency and a traditional internet browser familiar to customers
for  browsing  the  internet  and  obtaining  email.

     The  hotel  is  required  to  provide free space, approximately 9-12 square
feet,  under  a  four-year,  renewable  internet  exclusive contract.  The hotel
receives  in  exchange a 10% share of kiosk revenues with a $45 monthly minimum.
The  contract  is  renewable  by the hotel for an additional four years or eight
years  in total.  We agree to maintain the kiosk from our share of the revenues.
Presently,  the  total  direct  installed  cost  of  each  internet  kiosk  is
approximately  $3,300,  which  has  been  brought  down from our initial cost of
$5,100.

     After  entering  into  a contract with the hotel owner, we order the kiosks
from  the  manufacturer  (providing a direct shipping address for the location),
order  a telephone line approximately two weeks prior to installation, order the
internet  service  provider  for  the  location  and  confirm  that  appropriate
telephone  line  and  RJ11  jacks are installed and telephone service is active.
When  the  kiosk  is  shipped  from the manufacturer and arrives at the site, we
dispatch  an installation crew to install the kiosk and train the location owner
and  employees on the use of the system.  We later contact the location owner to
confirm  the  unit  has  been installed and respond to all questions or concerns
that  he  or  she  may  have.


                                        7
<PAGE>

     The  kiosk  division  business  plan  has  several  multi-level, integrated
strategies  to  maximize our revenues and business value from the kiosks.  These
revenue  and  valuation  sources  are  as  follows:

*    Revenues  and  earnings  streams  generated  by  the existing and potential
     kiosks.
*    Advertising revenues to be sold as spots and banners on the hotels' kiosks.
     This  revenue  is  based  on  "eyeballs"  generated.
*    A  value  derived from the exclusive 4-year internet service contract for a
     hotel  (with  potential for 8 year exclusive contracts).  The aggregate
     value of these contracts should  grow  geometrically as hotels are added,
     representing future  revenue  streams  and the exclusive right to provide
     that hotel's guests with  internet  services.  Operating  experience  will
     refine  the  value.
*    Tie-ins  to  our  other  services  by  usage promotional affinity programs,
     including  ShopGoOnline.com.
*    Develop  branded  "rewards"  programs  for hotels to give their guests that
     operate  through  the  kiosk.

     Although  we  cannot  be  sure  that we will be successful in marketing our
internet  kiosks,  we  intend  to  have  the 2,000 internet kiosks installed and
operating in hotels at the end of a two-year period.  Presently, 369 hotels have
signed  contracts  and  167  have  been  installed  as of January 10, 2000 in 25
different  states.  Our  existing  customers  include franchises of Ramada Inns,
Holiday  Inns, Howard Johnsons, Econolodge, Radisson Inn and Country Suites.  No
one  customer  or  chain  accounts  for a substantial portion of our business to
date.  A majority of our kiosk sites are in metropolitan areas such as: Atlanta,
GA;  Washington,  DC;  Birmingham, AL; Houston, TX; Dallas, TX; San Antonio, TX;
Orlando,  FL;  Chicago,  IL;  Phoenix,  AZ;  Nashville, TN; Charlotte, NC; Grand
Rapids,  MI; Oklahoma City, OK etc.   329 of the 369 sites are located within 10
miles  of  an  international  or  regional  airport.

     AUCTIONOMICS,  INC.

     Auctionomics,  Inc. incorporated in the state of Nevada in June 1999.  This
division  was created solely for the pursuit of our desire to capture a share of
the  online  auction  market.  Auctionomics.com  is  structured  to perform as a
focused  auction  marketing  resource for some items, but more particularly as a
referral website B specifically to direct traffic to auction web sites which are
our  partners.  Auctionomics.com commenced operation in August 1999 and launched
in  September  1999.  To date, we have concentrated the Auctionomics.com site on
marketing  for  brand  development  to  build  traffic  and the development of a
working  operational  web site.  To date we do not have any direct auction sales
through  our  site.

     Our  Auctionomics.com  website  primarily  operates  as  a referral website
initially  to  ClassifiedAuctions.com, on online auction website which commenced
operations  in  June  1999.  ClassifiedAuctions.com  is  owned  and  operated by
Express  Auction  Specialists, Inc., an auction company.  ClassifiedAuctions.com
primarily  conducts  person  to person auctions that offer assets to be provided
for  online  sale,  including  primarily artwork, jewelry, collectibles and real
estate.  ClassifiedAuctions.com has needed marketing assistance to build traffic
and  sales  which is beneficial to us since we can drive activity to their site.

     We  entered  into  a  marketing  agreement  with  ClassifiedAuctions.com to
provide  referrals  to  their  site in exchange for fees.  Under that agreement,
Auctionomics.com  will  receive  20% of the gross revenue derived from each sale
made  by  ClassifiedAuctions.com  which  is  referred  to by us.  Our plan is to
advertise  and  market  Auctionomics through web browsers and search engines and
build  traffic  that  we  would  then convert to online transactions referred to
ClassifiedAuctions.com,  for  a  fee.    At  present,  the  majority  seller  on
Classified Auctions is Express Auction Specialists, Inc. (an entity unaffiliated
with  us),  which  is  headed  by  Larry  Makowski.


                                        8
<PAGE>

     Within minutes of registering with ClassifiedAuctions.com, online users can
list items for sale or auction.  Users may browse familiar classified categories
for  sale  items or bid on items posted for auction in a fully automated, secure
online  service.

     The  founders of Auctionomics, Inc., Messrs. Harvey A. Turell and Nathan A.
Wolfstein  IV,  have  experience  in  the marketing of real estate auctions.  We
acquired a 75% interest in Auctionomics, Inc. from the two founders/shareholders
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.  The  shareholders, Messrs. Turell and Wolfstein, are entitled to receive
a  bonus of 25% of Auctionomics.com pre-tax income, so long as they retain their
25%  ownership.  If  their  shareholdings  are  reduced,  the  bonus  is reduced
proportionally.  We provided Auctionomics, Inc. with $25,000 for working capital
shortly  after  the  acquisition  in  June  1999.

     Auctionomics.com  can  become  an  auction  e-trading  community  providing
sellers  and  buyers  access  to  specially  selected  sales  events  and  the
ShopGoOnline.com  virtual  mall.

     Auctionomics.com  provides  users  methods  to  effectively market and sell
their  goods.  These  include:

*    Digital  literature  and  emailings  to  targeted  buyer  lists  and  the
     presentation of products for sale in online events through digital
     presentations Internet  search  engine  marketing
*    ShopGoOnline.com  virtual  shopping  mall
*    Streaming  video and streaming digital audio online of certain key items in
     an auction as a way to provide visual and audio views of the items in the
     online auction  marketing  program.
*    Television/cable  Broadcasting.  For  selected  online events, Auctionomics
     intends  to  contract for satellite broadcast of a live auction event,
     with live interactive  bidding  in  real  time
*    Credit  card  payments  online

COMPETITION

     The  electronic  commerce  market,  particularly  over  the  internet,  is
relatively  new,  rapidly evolving and competitive, and we expect competition to
intensify  in the future. We will compete with many other companies which either
offer  the  same  types  of merchandise or provide the same or a similar type of
sales  format  to  customers.

*    ShopGoOnline.

Current  competitors for our ShopGoOnline division include companies with online
commerce  sites  such  as  Onsale,  Inc.,  Intermallamerica.com,  iVillage.com,
Egghead,  Amazon.com,  Inc.,  AOL.com,  Beyond.com  Corporation,  Buy.com  Inc.,
Cyberian  Outpost,  Inc., Dell Computer Corporation and numerous other companies
marketing  goods  over the internet.  Most of these companies have substantially
greater  resources  than we do and consequently have the ability to market their
products  more  effectively.  This  is  not  an  exhaustive  list  of  current
competitors.

 We  intend to compete with these companies by utilizing the key differentiation
of  our  streaming audio and video, as well as link to other sites and undertake
traditional  advertising.  In  addition, it is not difficult to enter the online
commerce  market, and current and new competitors can launch new online commerce
web  sites  at  relatively  low  cost.


                                        9
<PAGE>

*    Internet  Kiosks.

Our  internet  kiosk  division  competes on a national scale with other internet
kiosk competitors and other competitors for services to hotel guests.  There are
numerous  other  potential  competitors  that  could  use  their  existing
infrastructure  to  provide internet services to the lodging industry, including
franchised  cable  operators,  wireless  cable  operators,  telecommunications
companies,  major  technology  companies  and  DBS  providers.

Our  internet  kiosk  division  also indirectly competes with "in-room" internet
suppliers  such  as  Lodgenet  and On Command, as well as other in-room internet
access providers.  We are not seeking to compete in this market, but rather have
focused  our  marketing  efforts  on  mid-priced  hotels which are not likely to
commit  the  resources  required  to  make  in-room access available in the near
future.  We  also  believe  that  the  hotel  lobby resource is easier for quick
access  to  email  and  other quick look ups similar to pay telephone resources.

*    Auctionomics.

Our  Auctionomics internet auction site competes with numerous, well-established
internet  auction sites.  The biggest competitor in that market is ebay.com, but
there  are  numerous  other  sites  such  as  onsale.com,  bid.com,  ubid.com,
egghead.com,  2themart.com and many others which have competitive auction sites.
New competitors can enter this market very easily.  If we do not properly market
our  site,  our  competitors  will  have  more  market  share.

We  believe that we can effectively compete for a portion of this market through
the  ability  to  provide  referrals  to  on-line and live auctions with auction
enhancements,  primarily in the streaming audio and video which can showcase the
products to be marketed in an improved format which could create demand and spur
the  potential  buyer  to  either  make  an on-line bid or go to the live event.

GOVERNMENT  REGULATION

     Our  internet  and  e-commerce  businesses may become subject to increasing
government  regulation  as various government regulators continue their focus on
improving  internet  commerce.  Several  states,  including  California  and
Washington,  have  laws  regulating  the  disclosure  of  pricing information by
wholesalers and comparable businesses. In the future, governments of California,
Washington  and  other  states  could  require additional disclosure in order to
comply  with  other  regulations.  In  addition,  several  states have laws that
regulate  auctions  and auction companies within their jurisdiction. Some states
may interpret their statutes to apply to our transactions with consumers in such
states,  even  if those transactions originate over the internet. The burdens of
complying  with  auctioneering  laws could materially increase our cost of doing
business.  Similarly,  states  may construe their existing laws governing issues
such  as  property  ownership, sales tax, libel and personal privacy to apply to
internet  companies  servicing  consumers within their boundaries. Resolution of
whether  or  how  these  laws will be applied is uncertain and may take years to
resolve.


                                       10
<PAGE>

SALES  AND  MARKETING

     Web  Promotion  B  Advertising

     As  with  any  internet company, we actively market our web sites and drive
traffic  to  them.  We  plan to market and brand our Go Online web sites through
conventional  banner  ads  and reciprocal links placed throughout highly visible
online  locations  and  print  publications.

     It  is  a  standard  in the industry to team with web promoters in order to
market  our  sites  electronically.  Web  promoters  (also  known as media sales
companies) are actively involved in banner placement and swapping, search engine
registration,  and  other  activities associated with Web promotion.  Because of
their  existing  relationships  and  the ability to "package" deals, these firms
constitute  the quickest, most cost-effective way to promote a site.  Typically,
these  firms  take  a  percentage  of  their  clients' total ad revenue (usually
35-50%)  as  compensation  for  their  services.


Specifically,  these  firms  provide  :

*    Exclusive  sales  representation
*    Support  by  a  sales  force  of  experienced  media  professionals
*    Increased  focus  on  long-term  sponsorship  programs
*    Total  inventory  and  ad  management
*    Additional  revenue  streams  from local and international ad sales efforts

     To  date,  we  have entered into agreements with Website Results, LinkShare
Corporation  and Doubleclick. Our Website Results contract is designed to assist
us  in  building  traffic  to  our  website  by developing key indices on search
engines.  ShopGoOnline.com  is  a Platinum Program subscriber to Website Results
which  specializes in developing multiple "doorway" pages for internet customers
for  their  subscribers.  The  "doorway"  program  is  a system to rank multiple
keyword phrases for Website Result's clients to establish high ranking for those
phrases with the major search engines to build traffic by optimizing rankings in
order  to  produce  quality  targeted  traffic for our website.  We also have an
agreement  with  LinkShare  through  which  we receive revenues and pay fees for
receiving  traffic  from  other  better  known  sites  and referring web traffic
through  our  sites.  We  have  agreed  with  DoubleClick  to  obtain  1,000,000
impressions on Doubleclick with "click through" to our ShopGoOnline website.  We
paid  $15,000  for  this  first  agreement.

     In the coming months, our management intends to pursue expanded traditional
and  nontraditional  marketing  with our Website Results, Doubleclick, Linkshare
and  other agreements to build consumer awareness of ShopGoOnline.com. The media
campaign,  which  we  generally  launched  with  the  grand  opening  of
ShopGoOnline.com,  was  expanded  with  nationwide  newspaper  display ads which
reached  a substantial number of readers in the eight major internet markets. We
placed  display  ads in the Boston Globe, San Francisco Examiner, Chicago Times,
New  York  Times,  Miami  Herald, San Diego Union Tribune, Los Angeles Times and
Dallas  Morning  News.

     Key  to the success of Auctionomics.com is to stay connected to the auction
community,  both  on-  and  offline.  Therefore,  our  plan  is  to advertise in
publications that target the auction enthusiast.  Currently, Auctionomics.com is
running  a  full-page advertisement in Auction Weekly, one of the most respected
publications  in  the  auction  arena.

     Since 1994, Auction Weekly has been published by Auction Advisory.  Auction
Advisory  has  now  taken  its  auction expertise online at auctionadvisory.com.
Auction  Weekly  lists  only  live  auctions,  those  auctions  conducted  by
professional  auctioneers and government agencies. The publishers and principals
of  Auction  Advisory are deeply involved in the auction industry, and have been
for  the  past  18  years.


                                       11
<PAGE>

     The  paper  version  of Auction Weekly has always listed 300+ auctions each
week  while  the online database is updated daily.  Auction Advisory gives users
early warning and up to the minute changes, similar to traditional, short-notice
"public  notices".

     Auction Weekly is mailed first class every Tuesday. This 32-page newsletter
comprehensively  lists  all  auctions  in the Southwest (AZ, CA, CO, NM, NV, TX,
UT).  The  newsletter lists virtually every type of auction from large to small.
Auction  Weekly  lists  government  auctions,  estates, IRS, U.S. customs, city,
county,  state, bankruptcy, lien auctions, antiques, business liquidations, U.S.
Dept.  of  Defense,  and  U.S.  Marshal.

     Internet  Kiosk  Marketing

     While we cannot be sure we will succeed with our goal, we intend to seek to
have the 2,000 internet kiosks installed and operating in hotels at the end of a
two-year  period.  To  accelerate penetration of the hotel market and the use of
the  installed  kiosks,  in September 1999 we initiated a major 45-day marketing
campaign  for  our  kiosk  division.  The sales and marketing campaign includes:

*    Advertising  in  trade  magazines  and attending trade shows to enhance our
kiosk  program's  visibility  with  hotel  operators.  An  example  is  the
Asian-American  Hotel  Association,  which  represents  approximately 60% of the
franchised  mid  and  economy  priced  hotel  owners.

*    Providing  the  hotel upon kiosk installation with a full marketing program
to  increase guest usage.  This includes signage, which will be intended to draw
guests to the kiosk, and obtaining email while traveling.  Guest access to their
email  requires  only  knowing  the  short  address of the mail servers of their
internet service providers (ISP) and password they currently use to access their
mail.  This  information  is the same that is inputted into their home or office
email  program  and  is readily available to the traveler before he/she departs.

*    Distribute  plastic affinity cards to reward users with credits to be spent
at  our ShopGoOnline.com web site.  Affinity members or guests of certain hotels
will be offered free minutes to check for their e-mail at check-in.  Some hotels
look  to  also use the kiosks as a center around which to develop a stay rewards
program  for  their  guests.

*    Develop  catalogs  for periodic mailing to users of the kiosks for purchase
opportunities  at  our  online  sites.

*    Retain sales agencies to represent our kiosk division to acquire agreements
to place internet kiosks in hotels within the United States and internationally.
Our  most  recent  sales  agreement  was  with  Midwest Internet Solutions, Inc.
covering  Indiana,  Michigan,  and  Ohio.

     Through  Decembeer  31,  1999,  we have installed a total of 167 kiosks and
have  agreements  signed  with  369  sites.


                                       12
<PAGE>

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, IncA 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 and continues to be
the  developer of ShopGoOnline.com, investing $25,000 for a 75% equity interest.
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 outstanding
shares from us.  We subsequently purchased this repurchase option.  We issued to
management  (primarily  its  President  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.  The
shareholders,  Messrs.  Turell and Wolfstein, are entitled to receive a bonus of
25%  of  Auctionomics.com  pre-tax  income,  so  long  as  they retain their 25%
ownership.  If  their  shareholdings  are  reduced,  the  bonus  is  reduced
proportionally.  We provided Auctionomics, Inc. with $25,000 for working capital
shortly  after  the  acquisition  in  June  1999.

     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 internet businesses.

     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.  Westlake was a reporting company with the
Securities  and  Exchange Commission.  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.


                                       13
<PAGE>

RESEARCH  AND  DEVELOPMENT

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

EMPLOYEES

     As  of  December  31,  1999,  we had 13 full-time employees and 8 part time
employees,  including  employees  in each of our divisions.  Of these employees,
four work in our administrative offices, five are employed by our internet kiosk
division,  nine  are  employed  by  our  ShopGoOnline.com division and three are
employed  by our Auctionomics division.  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 of $1,600.   The rent for the first year was prepaid.
Future base rent commitments during the years ended December 31 under this lease
are  summarized  as  follows:  2000  -  $   8,000; 2001 - $ 19,200; and 2002 - $
11,200.

     Effective  May  15,  1999,  we  entered  into  a  lease for office space in
northern  California  used  by  our  ShopGoOnline.com division.  The term of the
lease  is  for  5 years with monthly base rent payments of $1,615. The base rent
amounts  are  subject  to  increases  of  3%  per  annum.  We  have the right to
terminate  the lease between May 15, 2000 and June 15, 2000 and also between May
15, 2002 and June 15, 2002.  The first years rent was prepaid.  Future base rent
commitments  during  the years ended December 31 under this lease are summarized
as  follows:  2000 - $ 19,380; 2001 - $19,380; 2002 - $ 19,380; 2003 - $ 19,380;
and  2004  -  $  8,075.

     Effective August 12, 1999, we entered into a lease for office space for our
marketing  department located at 13101 Washington Blvd., Suite 231, Culver City,
California.  The  term of the lease is until September 30, 2000, with a month to
month  tenancy  thereafter,  with  monthly  base  rental of $1,254.00 per month.

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


                                       14
<PAGE>

ITEM  3  -  LEGAL  PROCEEDINGS

     During  1996  we  sold  our  wholly-owned subsidiary Real Estate Television
Network,  Inc.  in  exchange for shares of stock of AmeriNet Financial Services,
Inc.,  the  entity  that acquired Real Estate Television Network.  Since we were
unable  to receive free trading shares of AmeriNet as agreed, on July 9, 1998 we
filed  a  lawsuit  against  AmeriNet  and  certain of its officers and directors
alleging  breaches  of  written  contracts,  fraud  and  violations  of  various
Corporate Code sections.  On September 2, 1998, AmeriNet filed a cross-complaint
against  us  alleging  fraud  and  misrepresentation,  breaches of contracts and
conspiracy.  In  the  cross-complaint AmeriNet sought damages in the approximate
amount  of $12,000,000, together with exemplary and punitive damages, attorney's
fees  and  cost of the suit. The actual losses identified by the cross-complaint
were  less  than  $500,000.  Effective  on  December 15, 1999, we entered into a
settlement  with  AmeriNet  which  provided for AmeriNet (which had subsequently
been  renamed Homespace, Inc.) to issue to us 200,000 shares of Homespace common
stock  and  pay  us  $100,000,  with  mutual  releases  of claims on both sides.

     On  December  3, 1998, related to a different litigation matter,  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.

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

     No  matters  were  submitted  to the security holders for a vote during the
period  covered  by  this  report.


                                       15
<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.

                                       CLOSING  PRICES
      YEAR     PERIOD                     HIGH      LOW
     -----     ------                     ----     ----

     1999     First  quarter               .09     .02
              Second quarter               .74     .09
              Third  quarter               .70     .36
              Fourth quarter               .49     .12

     1998     First  quarter               .07     .04
              Second quarter               .16     .03
              Third  quarter               .10     .03
              Fourth quarter               .05     .02

     The  number  of  beneficial holders of record of our common stock as of the
close  of  business  on  December  31,  1999 was approximately 223.  Many of the
shares  of  Go  Online's common stock are held in "street name" and consequently
reflect  numerous  additional  beneficial  owners,  which  we  are  advised  is
approximately  9,925  as  of  August  24,  1999.

     At  December  31,  1999,  we  had outstanding options to purchase 2,450,000
shares  of  common  stock  at exercise prices ranging from $.20 to $5.50, with a
weighted  average  option  price  of  $.27.

     At  December  31, 1999, we had 2,614,523 shares of common stock which could
be  sold  pursuant  to  Rule  144.  In  general,  under Rule 144, subject to the
satisfaction  of  certain  other  conditions,  a  person,  including  one of our
affiliates,  who has beneficially owned restricted shares of common stock for at
least  one  year  is entitled to sell, in certain brokerage transactions, within
any  three-month  period, a number of shares that does not exceed the greater of
1%  of  the total number of outstanding shares of the same class, or the average
weekly  trading  volume during the four calendar weeks immediately preceding the
sale.  A  person  who  presently is not and who has not been an affiliate for at
least three months immediately preceding the sale and who has beneficially owned
the  shares  of  common  stock  for  at least two years is entitled to sell such
shares  under Rule 144 without regard to any of the volume limitations described
above.

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.


                                       16
<PAGE>

RECENT  SALES  OF  UNREGISTERED  SECURITIES

     On  April  4,  1997, the Company issued 140,000 shares of common stock at a
price of $.039 per share to Nickolas Reissis, an accredited investor, under Rule
504  of Regulation D promulgated under the Securities Act, resulting in proceeds
to  the  Company  of  $5,400.

     On  April 4, 1997, the Company issued 2,500,000 shares of common stock at a
price  of $.0255 per share to LaSalle Investments, an accredited investor, under
Rule  504  of  Regulation  D  promulgated under the Securities Act, resulting in
proceeds  to  the  Company  of  $63,750.

     On  July  10,  1997, the Company issued 800,000 shares of common stock at a
price  of  $.025  per  share to Lightning Imports, Inc., an accredited investor,
under  Rule  504 of Regulation D promulgated under the Securities Act, resulting
in  proceeds  to  the  Company  of  $20,000.

     On  July  25,  1997, the Company issued 400,000 shares of common stock at a
price  of  $.025  per  share to Lightning Imports, Inc., an accredited investor,
under  Rule  504 of Regulation D promulgated under the Securities Act, resulting
in  proceeds  to  the  Company  of  $10,000.

     On  November  15, 1997, the Company issued 1,000,000 shares of common stock
at  a price of $.02 per share to Royal West Sales, an accredited investor, under
Rule  504  of  Regulation  D  promulgated under the Securities Act, resulting in
proceeds  to  the  Company  of  $20,000.

     On  November  15, 1997, the Company issued 1,250,000 shares of common stock
at  a  price  of  $.028  per  share  to  Lightning  Imports, Inc., an accredited
investor,  under  Rule 504 of Regulation D promulgated under the Securities Act,
resulting  in  proceeds  to  the  Company  of  $35,000.

     On January 29, 1998, the Company issued 150,000 shares of common stock at a
price  of $.067 per share to Gary Howard, an accredited investor, under Rule 504
of  Regulation  D promulgated under the Securities Act, resulting in proceeds to
the  Company  of  $10,000.

     On  January  29,  1998,  the  Company  issued options to purchase 1,000,000
shares  of  restricted  stock  at an exercise price of $.05, 1,000,000 shares of
restricted stock at an exercise price of $.07 and 1,000,000 shares of restricted
stock  at  $.09  to Patrick Rost, an accredited investor and a consultant to the
Company,  in connection with a consulting agreement.  These issuances were under
Section  4(2)  of  the  Securities  Act.  The  options  at $.05 and at $.07 were
exercised.  The  options  at  $.09  expired  unexercised.

     On January 29, 1998, the Company issued 400,000 shares of common stock at a
price  of $.035 per share to Pat Rost, an accredited investor, under Rule 504 of
Regulation  D promulgated under the Securities Act, resulting in proceeds to the
Company  of  $14,000.

     On  March 4, 1998, the Company issued 1,000,000 shares of common stock at a
price  of  $.0325 per share to Oriental New Investments, an accredited investor,
under  Rule  504 of Regulation D promulgated under the Securities Act, resulting
in  proceeds  to  the  Company  of  $32,500.

     On  March  11,  1998, the Company issued 25,000 shares of common stock at a
price  of  $.04  per  share  to Financial Power Network, an accredited investor,
under  Rule  504 of Regulation D promulgated under the Securities Act, resulting
in  proceeds  to  the  Company  of  $1,000.


                                       17
<PAGE>

     On  April  2,  1998, the Company issued 777,778 shares of common stock at a
price of $.045 per share to Charles Dunn, an accredited investor, under Rule 504
of  Regulation  D promulgated under the Securities Act, resulting in proceeds to
the  Company  of  $35,000.

     On  April  2,  1998, the Company issued 100,000 shares of common stock at a
price  of  $.025  per  share to Financial Power Network, an accredited investor,
under  Rule  504 of Regulation D promulgated under the Securities Act, resulting
in  proceeds  to  the  Company  of  $2,500.

     On  May  1,  1998, the Company issued 1,250,000 shares of common stock at a
price of $.03 per share to Lightning Imports, an accredited investor, under Rule
504  of Regulation D promulgated under the Securities Act, resulting in proceeds
to  the  Company  of  $37,500.

     On  June 30, 1998, the Company issued 1,066,666 shares of common stock at a
price  of  $.048  per share to Oriental New Investments, an accredited investor,
under  Rule  504 of Regulation D promulgated under the Securities Act, resulting
in  proceeds  to  the  Company  of  $51,500.

     On  August  5,  1998,  the Company sold an aggregate of $100,000 face value
convertible  debenture to an accredited investor 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  3,214,922  shares  of  common  stock.

     On  August  8, 1998, the Company issued 200,000 shares of common stock at a
price  of $.05 per share to Patrick Rost, an accredited investor, under Rule 504
of  Regulation  D  promulgated  under  the  Securities Act, in consideration for
consulting  services  valued  at  $10,000.

     On  August 21, 1998, the Company issued 800,000 shares of common stock at a
price  of  $.05 per share to James Cannon, an accredited investor and an officer
of  the Company, under Rule 504 of Regulation D promulgated under the Securities
Act,  resulting  in  proceeds  to  the  Company  of  $40,000.

     On  September 2, 1998, the Company issued 700,000 shares of common stock at
a price of $.025 per share to JPMJ, Inc., an accredited investor, under Rule 504
of  Regulation  D promulgated under the Securities Act, resulting in proceeds to
the  Company  of  $17,500.

     On September 14, 1998, the Company issued 450,000 shares of common stock at
a  price of $.055 per share to Oriental New Investments, an accredited investor,
under  Rule  504 of Regulation D promulgated under the Securities Act, resulting
in  proceeds  to  the  Company  of  $25,000.

     On  October 1, 1998, the Company issued 1,000,000 shares of common stock at
a  price  of  $.05 per share to Patrick Rost, an accredited investor, under Rule
504  of Regulation D promulgated under the Securities Act, resulting in proceeds
to  the  Company  of  $50,000.

     On  October 2, 1998, the Company issued 1,675,000 shares of common stock at
a  price  of $.025 per share to Lightning Imports, an accredited investor, under
Rule  504  of  Regulation  D  promulgated under the Securities Act, resulting in
proceeds  to  the  Company  of  $41,875.

     On  October 2, 1998, the Company issued 1,675,000 shares of common stock at
a  price  of $.025 per share to Patrick Rost, an accredited investor, under Rule
504  of Regulation D promulgated under the Securities Act, resulting in proceeds
to  the  Company  of  $41,875.


                                       18
<PAGE>

     On  November 11, 1998, the Company sold an aggregate of $125,000 face value
convertible  debenture  to two accredited investors under Rule 504 of Regulation
D.  The debentures were convertible at a discount into shares of common stock of
the  Company  at the discretion of the holders thereof.  The two debentures were
converted  into  an  aggregate  of  5,000,000  shares  of  common  stock.

     On  January  5,  1999  the Company sold an aggregate of $121,500 face value
convertible  debenture  to two accredited investors under Rule 504 of Regulation
D.  The debentures were convertible at a discount into shares of common stock of
the  Company  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, the Company issued 3,000,000 shares of common stock at
a  price of $.033 per share to Oriental New Investments, an accredited investor,
under  Rule  504 of Regulation D promulgated under the Securities Act, resulting
in  proceeds  to  the  Company  of  $100,000.

     On January 26, 1999, the Company issued 285,714 shares of common stock at a
price of $.035 per share to Joseph Lynde, an accredited investor, under Rule 504
of  Regulation  D promulgated under the Securities Act, resulting in proceeds to
the  Company  of  $10,000.

     On January 26, 1999, the Company issued 1,714,286 shares of common stock at
a  price  of $.035 per share to Lightning Imports, an accredited investor, under
Rule  504  of  Regulation  D  promulgated under the Securities Act, resulting in
proceeds  to  the  Company  of  $60,000.

     On  February 18, 1999, the Company sold an aggregate of $100,000 face value
convertible  debenture to an accredited investor 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, the Company issued 2,000,000 shares of common stock at a
price  of  $.05  per share to LaSalle Investments, an accredited investor, under
Rule  504  of  Regulation  D  promulgated under the Securities Act, resulting in
proceeds  to  the  Company  of  $100,000.

     On April 16, 1999, the Company issued 4,000,000 shares of common stock at a
price of $.03125 per share to LaSalle Investments, an accredited investor, under
Rule  504  of  Regulation  D  promulgated under the Securities Act, resulting in
proceeds  to  the  Company  of  $125,000.

     On  April  19, 1999, the Company 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 in accordance
with  Section  4(2)  of  the  Securities  Act.

     In  June 1999, the Company issued 500,000 shares to the two shareholders of
Auctionomics,  Inc.  in connection with the acquisition of Auctionomics, Inc. by
the Company.  This issuance was exempt under Section 4(2) of the Securities Act.

     On  August 11, 1999, the Company issued 800,000 shares of common stock at a
price  of $.1125 per share to LaSalle Investments, an accredited investor, under
Rule  504  of  Regulation  D  promulgated under the Securities Act, resulting in
proceeds  to  the  Company  of  $90,000.


                                       19
<PAGE>

     In  September  1999, the Company 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  pursuant  to  Section  4(2)  of  the  Securities  Act.

     On  September 8, 1999 the Company completed a 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 the Company 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,  the  Company 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.

     On  October 4, 1999, the Company 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, under Rule 504 of Regulation D promulgated under
the  Securities  Act,  resulting  in  proceeds  to  the  Company  of  $208,750.

     On  October  6,  1999,  the  Company  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  exchange  for  legal  services rendered valued at
$70,000.  The  Company  relied  upon  Section 4(2) of the Securities Act for the
issuance.

     On  October  6,  1999,  the  Company  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  exchange  for legal services rendered valued at $30,000.  The Company relied
upon  Section  4(2)  of  the  Securities  Act  for  the  issuance.

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.

RESULTS  OF  OPERATIONS

     In  late  1998  and  early  1999  we  commenced  a  change  in our business
operations  to  an internet commerce and technology business.  This included the
acquisition  of  the  ShopGoOnline.com  internet  e-commerce  division  and  the
acquisition  of Auctionomics.com.  Accordingly, our historical operating results
do not reflect our present business strategy and consequently are not indicative
of the probability of our future success or failures.  We sold our prior primary
business  operating  subsidiary,  Real  Estate Television Network, Inc., in late
1996  and had only nominal operations during 1997.  During 1998, we acquired and
subsequently  resold to its prior management AMS Acquisition Corp., a publishing
and  advertising  company.

FISCAL YEAR ENDED DECEMBER 31, 1999 COMPARED TO FISCAL YEAR ENDED
DECEMBER 31,  1998


                                       20
<PAGE>

     Our  net  loss  during  the  fiscal  year  ended  December  31,  1999  was
($2,443,308)  compared  to ($803,844) for 1998.  This loss is attributable to an
increase  in  stock  issued  for  services  and  for  legal  fees  paid by us in
connection  with  our  lawsuit  against AmeriNet Financial Systems, Inc. and for
legal  services related to becoming a reporting company.  In addition, a portion
of this loss is attributed to the repurchase of an option held by Scott Claverie
to  purchase  26,000 shares of AMS Acquisition Corp., the corporate entity which
owns  and  operates  ShopGoOnline.com,  for 1,250,000 shares of our common stock
valued  at  $.275  per  share.

     For  the  fiscal  year  ended December 31, 1999, we had revenue of $89,749,
approximately one-half of which was generated by our ShopGoOnline.com divisions,
and the other half of which was generated by our Internet kiosk business.  While
we  show  no  revenues  on our financial statements during the fiscal year ended
December  31,  1998,  this  reflects  the  net  earnings of our discontinued AMS
Acquisition  Corp.  subsidiary  which  were  consolidated  as a net loss for the
period.  The  operating  subsidiary  had  earnings,  but  these  were  less than
expenses  and  consequently  our financial statements reflect a nonrecurring net
loss  for  the  period  without reflecting earnings and expenses.  At the end of
1996,  we sold our Real Estate Television Network, Inc. operating subsidiary and
had  planned  to  use the proceeds of that sale to acquire operating businesses.
When  AmeriNet  Financial Systems, Inc., the purchaser of Real Estate Television
Network,  failed  to  honor  its  agreements with us, we were unable to complete
several  proposed  acquisitions  and  consequently  filed  legal  action against
AmeriNet.  That  litigation  has  now  been  settled.

LIQUIDITY  AND  CAPITAL  RESOURCES

     We  currently  have  limited  capital  resources  pending completion of our
business  plan  in  accordance with our investment agreement with Triton Private
Equities  Fund,  L.P.  Nevertheless,  all  three  businesses  we  are  operating
presently have the ability to enact cost control measures to operate each of our
key businesses which would permit us to remain operational absent such immediate
funding.

*    Our  ShopGoOnline  internet  Kiosk division could stop building and placing
kiosks  with  no cost to us.  At present, all sales agents for this business are
independent  contractors  whose  demand  for  income  from  us  is  dependent on
performance  and all  are paid percentages of earned income by us for successful
sales.  The  necessary  marketing  and management of all of our businesses could
be  effected  on a very nominal budget until alternative financial resources are
developed.

*    Auctionomics  is  currently  dependent  on  the  performance  of  two  key
individuals  whose  salaries  are  paid  against  earned  income  and we are not
obligated to pay any "base" compensation. The Auctionomics site is offering only
referral  businesses  at this time so we are not obligated to inventory to build
this  business  at  this  time.  All technical requirements are furnished by our
ShopGoOnline.com  division  and  are  included  in  that  entities  overhead and
equipment  support  system.

*    ShopGoOnline.com's  management  staff  is  presently  composed  of  the two
founders  and  25%  partners  of Go Online Networks in establishing and building
that business.  Both are motivated by their equity position to properly maintain
both  Auctionomics  and  Shopgoonline.com  websites  and  our  technical  server
capacity.

*   Office  leases  for  all  three  operations  have been paid in advance, all
crucial  equipment  to  operate  these enterprises is bought and paid for and no
critical  leases  exist  to allow a greatly reduced work force to professionally
operate  these  businesses.


                                       21
<PAGE>

     As  of December 31, 1999, we had assets of $829,351 consisting primarily of
cash  of  $25,921,  other  current  assets of $18,503, designs and trademarks of
$20,833,  security  deposits  of  $5,282,  and  equipment  valued  at  $758,812.

     Current  Liabilities consist of accounts payable of $505,399, notes payable
and  accrued  expense  of  $136,467,  unearned revenue of $120,000 (representing
prepaid  advertising  on  our  kiosks)  and  amounts due to Joseph Naughton, our
President,  for  advances  from  Mr.  Naughton  and  accrued  expenses totalling
$492,687.  In  addition  to  current liabilities, we had a liability of $538,462
attributed  to  an  outstanding  convertible  debenture as of December 31, 1999.

     At  December  31,  1999,  we had an accumulated deficit of $8,811,236 and a
stockholders  deficit of $963,664.  The accumulated deficit and the stockholders
deficit  relate  to  our  prior  businesses  which  were  recently  changed.

     Since  inception,  we  have funded our capital requirements through private
equity  financings.  As  of December 31, 1999, our sources of liquidity included
cash  and  cash  equivalents  of  $44,424.

     We  made  no Capital expenditures during the fiscal year ended December 31,
1998.  We  acquired  $181,131  in equipment during the first six months of 1999.
Our  principal commitments as of December 31, 1999 consisted primarily of leases
on  our  office facilities and there were no material commitments for additional
capital  expenditures.

     We  funded  our initial capital requirements through the sale of securities
to  private investors in private offerings generating a total of $178,483 during
the  fiscal  year ended December 31, 1997, $694,883 during the fiscal year ended
December  31,  1998  and approximately $1,265,250 during the year ended December
31,  1999.

     On  September  20,  1999,  we  sold to Triton Private Equities Fund, LP, an
aggregate  of  $538,462  principal  amount  of  a  series  1999-A  eight percent
convertible  note  for  proceeds  to  us  of  $350,000.

     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 its 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.  Other than the proposed sale of
securities  in  this  registration  statement,  we  have made no arrangements or
commitments  for  such  financing.


                                       22
<PAGE>

YEAR  2000  DISCLOSURE

     We have completed a review of our internal computer systems to identify all
software  applications  and  hardware that could be affected by the inability of
many  existing computer systems to process time-sensitive data accurately beyond
the  year 1999, referred to as the year 2000 or Y2K issue.  Because our internet
operations  are  relatively  recent,  we  have  purchased  virtually  all of our
presently  existing  systems  during 1999 and consequently we are confident that
those systems and the operating software on those systems are Y2K compliant.  We
have  inquired  of the manufacturers of our internet kiosk systems and have been
assured  that  all  our  kiosks  are  year  2000  compliant.  We  have also made
inquiries  of  our  other  primary  third  party  providers  and  have  received
assurances  that they have taken steps to be year 2000 compliant.  Despite these
efforts,  it  is  possible that we have not identified all year 2000 problems in
our  computer  systems  or in our third party supplier's systems.  If we fail to
identify  and  remedy  year  2000 problems, we could lose revenues or experience
delays  in  our  business  which  would make us less profitable. While we may be
dependent  for  some functions on third-party computer systems and applications,
our  relationship  with our vendors is such that electronic data exchange is not
generally date dependent.  Although we believe that our computer systems are Y2K
compliant,  we intend to continue to monitor our computer systems in a continual
effort  to insure that our systems are Y2K compliant.  Costs associated with our
review  were  not  material  to  our  results  of  operations.

CERTAIN  MATERIAL  AGREEMENTS  AND  TRANSACTIONS

     In  addition  to  options disclosed elsewhere in the notes to the financial
statements,  we  have  issued  the  following  options to acquire our restricted
common  stock:

 *   options  to purchase 31,640 shares issued to Vera Brown exercisable at $.20
per  share at any time within one year after our common stock first trades at or
above  $1.20  per  share  for  thirty  consecutive  trading  days.

*    options  to purchase 31,640 shares issued to Vera Brown exercisable at $.40
per  share  exercisable  at  any time within one year after our common stock has
traded  at  $2.00  per  share  on each trading date for thirty consecutive days.

*    options to purchase 31,640 shares issued to Vera Brown exercisable at $1.00
per share at any time within one year after our common stock has traded at $2.80
per share for thirty consecutive trading days.  Such shares cannot be traded for
a  period  of  ninety  days  after  the  exercise  of  this  option.

*    options to purchase 31,640 shares issued to Vera Brown exercisable at $2.00
per  share,  exercisable  at any time within one year after our common stock has
traded  at  $3.60  per  share  for thirty consecutive trading days.  Such shares
cannot  be  traded for a period of sixty days after the exercise of this option.

     On July 8, 1998 AMS Acquisition Corp., a wholly-owned subsidiary we formed,
acquired  the  assets  and liabilities of a business operating several different
publishing  and  advertising  divisions  located  in San Diego, California.  The
total investment in the acquisition of the business assets approximated $240,000
including  related  acquisition  expenses.  After  operating  the  business  for
approximately  six  months,  the  assets  and  liabilities were sold back to the
original  seller  in  exchange for assuming the then existing liabilities of the
business.  This  sale  back was effective December 31, 1998.  At the time of the
return  of  the business, the total assets of the business including goodwill of
approximately  $500,000, totaled approximately $858,000, and liabilities totaled
approximately  $904,000.  While  the  liabilities  were assumed in the sale back
transaction,  AMS  remains  contingently  liable for any amounts not paid by the
purchaser.  The  assets  and  the  liabilities  have  been  subsequently sold to
another  purchaser  after  the  buy  back  from  AMS.


                                       23
<PAGE>

     Effective  February  3,  1998  we  entered into a consulting agreement with
Patrick  M. Rost to provide financial support and market makers for our publicly
traded  common  stock.  In  accordance with the terms of the agreement, Mr. Rost
was issued 400,000 shares valued at $.035 per share and 1,250,000 shares at $.03
per share (issued to Lightning Imports) as compensation for consulting services.
In addition, Mr. Rost was granted an option to acquire 1,000,000 shares at $.05,
1,000,000  at $.07 and 1,000,000 at $.09 per share.  At the time of the grant of
the  options,  the market price of the stock was in excess of the option prices.
The  options  for  the 1,000,000 shares at $.05 and the 1,000,000 shares at $.07
were  exercised.  The  option  for  the  1,000,000  shares  at  $.09  expired
unexercised.

     On  March  5,  1995  we borrowed $49,500 and $52,500 from an individual and
from  a  corporation, respectively.  The notes bear interest at 7% per annum and
are  uncollateralized.  The  notes  were  due and not paid on May 29, 1996.  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 our common stock at a rate of $.125 per share.
The balance payable on December 31, 1998 on the notes total $62,744 and $66,547,
respectively,  including  accrued  interest.

     Effective  September  15,  1999  we entered into a consulting and financial
services  agreement with Patrick M. Rost.  The consulting and financial services
agreement provides for developing, managing and marketing financial services for
us  from  March  1,  1999  through  December  31,  2000.  In connection with the
agreement,  Mr.  Rost  received  200,000 shares of "restricted" common stock and
options  to  purchase  1,000,000  shares of common stock at $.50 per share until
December  31,  2000.  The  shares underlying the options are being registered in
this  registration  statement.

ITEM  7  -  FINANCIAL  STATEMENTS

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

2ITEM  8  -  CHANGES IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

     The  financial  statements for the fiscal year ended December 31, 1998 were
audited  by  Schumacher  & Associates, Certified Public Accountants.  On January
15,  2000,  the  Company retained the services of Miller and McCollom, Certified
Public  Accountants,  to audit the Company's financial statements for the period
ended  December  31,  1999.  There have been no disagreements between management
and  its  former  or  current  accountants  of  the type that are required to be
reported  under  this  Item  8.


                                       24
<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 the current directors
and  executive  officers  of  GONT  who will remain so with the combined entity,
their  principal  offices  and  positions and the date each such person became a
director  or  executive officer.  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.

     Our  directors  and  executive  officers  are  as  follows:

Name                    Age     Positions
----                    ---     ---------

Joseph  M.  Naughton    56     Chairman,  Chief  Executive  Officer, Director

Scott Claverie          39     Director; President of AMS Acquisition Corp.
                               Dba  GoOn-line.com

Jim Cannon              65     Director; Director of Operations, Go Online
                               Kiosk  Division;  Secretary

Michael  Abelson        51     Director

     JOSEPH  M.  NAUGHTON,  Chairman B Mr. Naughton has been our President 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 January 1985.
From May 1970 until October 1986, Mr. Naughton worked for Lucky Stores, Inc. and
its  wholly  owned  subsidiary  Gemco  Stores.


                                       25
<PAGE>

     SCOTT  CLAVERIE,  Director  and  President  of  AMS Acquisition Corp. B Mr.
Claverie  will  be  directing  the  operations  and  marketing  efforts  of
ShopGoOnline.com.  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.

     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.

     DR.  MICHAEL  ABELSON,  Director.  Dr.  Abelson  is  President of Abelson &
Company,  a  firm he founded in 1986, which specializes in improving real estate
management  and  sales  associate  profitability.  Dr.  Abelson  is  also on the
faculty of Texas A&M University in the Department of Management, which he joined
in  1981.

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  all  Section  16(a)  filing requirements applicable to the
Company's  officers,  directors  and  greater than ten percent shareholders were
complied  with.

ITEM  10  -  EXECUTIVE  COMPENSATION

Summary  Compensation  Table

     The  following  GONT  summary compensation table shows certain compensation
information  for  services rendered in all capacities for the three fiscal years
ended  December  31, 1996, 1997, 1998 and 1999.  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      1999         $96,000     -0-            -0-         -0-            -0-           -0-        -0-
(President, CEO)     (12/31)

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

                     1997          96,000     -0-            -0-         -0-            -0-           -0-        -0-
                     (12/31)

                     1996          96,000     -0-            -0-         -0-            -0-           -0-        -0-
                     (12/31)

Jim Cannon (1)       1999          40,000     -0-            -0-         -0-            -0-           -0-        -0-
                     (12/31)

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

Michael English (2)  1996         $48,000     -0-            -0-         -0-            -0-           -0-        -0-
                     (12/31)

</TABLE>

(1)  Mr.  Cannon  commenced  his  employment  with  the  Company  in  1999.
(2)  Mr. English was President of the Company until his resignation during 1996.


<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-                             --                     --                        --

</TABLE>


<TABLE>
<CAPTION>


                                       26
<PAGE>


                                  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 -                        --

</TABLE>

Compensation  of  Directors

     Our  Directors  have  not  received  any  compensation  for serving in such
capacity.  We currently contemplate that we will pay each outside director up to
$500  to  attend  meetings  will provide certain option grants and/or restricted
stock awards as compensation for its outside Directors in the future for serving
in  such  capacity.

Employment  Agreements

     Effective  May  1, 1999 we entered into a consulting agreement with Michael
Abelson,  one of our directors, whereby Mr. Abelson was engaged to assist in the
creation of our real estate website for our ShopGoOnline.com operating division.
The  term  of  the agreement is for one year but can be terminated by us with or
without cause with 30 days notice.  Compensation to Mr. Abelson is summarized as
follows:

*    Monthly  cash  consulting  fee  of  $5,000;
*    Quarterly bonus equal to 15% of the gross revenues earned by us through our
     real  estate  web  site  developed  by  Mr.  Abelson;  and
*    options  to  acquire  25,000  shares  of  stock  for each $500,000 in gross
     revenues  attributable  to  the  real  estate  web  site  developed by  us.

     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.

ITEM  11  -  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT

     The  following  table  sets  forth certain information regarding beneficial
ownership  of  the  common  stock  and  series  A  preferred stock of GONT as of
December  31,  1999  by:

*    each  person or entity known to own beneficially more than 5% of the common
     stock  or  5%  of  the  preferred  stock;
*    each  of  GONT's  directors;
*    each  of  GONT's  named  executive  officers;  and
*    all  executive  officers  and  directors  of  GONT  as  a  group.


                                       27
<PAGE>

<TABLE>
<CAPTION>


                 Name and Address of         Amount and Nature of              Percent of
Title of Class   Beneficial Owner (1)        Beneficial Ownership              Class
---------------  ---------------------       ---------------------             -----------
<S>              <C>                         <C>                               <C>
                 Joseph M. Naughton              5,307,125 (2)                    7.6%
Common Stock

Preferred Stock                                       0                           0.0%

Common Stock     James M. Cannon                 1,008,000 (3)                    1.4%

Preferred Stock                                       0                           0.0%

Common Stock     Scott Claverie                  1,250,000                        1.8%

Preferred Stock                                       0                           0.0%

Common Stock     Michael Abelson                   485,000 (4)                    0.7%

Preferred Stock                                       0                           0.0%

Preferred Stock  Nicanor Concepcion & Fahma
                 Concepcion, Joint Tenants
                  624 Park Ave.                    130,000                       26.0%
                 Norton, VA 24273

Preferred Stock  Avelino Rosales
                  23 White Drive                    63,333                       12.7%
                 Cedarhurst, NY 11516

Preferred Stock  Bill Tillson
                  14623 Deervale Place              40,000                        8.0%
                 Sherman Oaks, CA 91403

Preferred Stock  Bradley B. Hinshew                 35,000                        7.0%
                  3918 River Road
                 Sneeds Ferry, NC 28460

Common Stock     All Officers and Directors
                 as a Group (4 persons)          6,800,125 (2,3,4)                9.5%
                                                =====================            ========
</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.
3.     Reflects  8,000 shares which Mr. Cannon owns director 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.     In  addition,  Mr. Abelson will receive options to purchase 25,000 shares
of  common  stock  for  each $500,000 in gross revenues attributable to the real
estate  website  developed  by  us.

ITEM  12  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS


                                       28
<PAGE>

     Joseph  M.  Naughton, our Chief Executive Officer has made several loans to
Go  Online.  As  of  December  31,  1998 and as of December 31, 1999 the amounts
payable  to  Mr.  Naughton  for  advances  totaled  $130,242  and  $124,222
respectively.  In  addition  there  is unpaid compensation due to him of $48,000
for 1996, $61,250 for 1997, $70,485 for 1998 and $72,750 for 1999.  The balances
payable  for  compensation to Mr. Naughton totaled $179,735 at December 31, 1998
and  $252,485  at  December  31, 1999.  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.

     Effective  February 26, 1999 we entered into a joint venture agreement with
Scott  Claverie whereby 25,000 shares of  AMS Acquisition Corp. were transferred
(25%  ownership  of AMS) to Mr. Claverie.  We also granted Mr. Claverie warrants
to  acquire  an additional 26,000 shares of AMS at $1.00 per share following the
end  of  the  first profitable quarter of operations, but in no event later than
twelve  months  after the February 26, 1999 agreement date.  Effective April 19,
1999  we  exchanged  1,250,000  restricted  shares  of  our common stock for the
warrants.  These  1,250,000 shares were recorded at $.275 per share, one half of
the  market  value of free trading shares of our common stock on April 19, 1999,
and  recorded  as  an expense totaling $343,750.  As a part of the joint venture
agreement,  we  agreed  to  provide  AMS  with $25,000 for working capital.  Mr.
Claverie  transferred  to  AMS  all equipment, intellectual property, technology
associated  with  the  individuals internet-based business.   These transactions
were  all  on  terms  as  fair  as  those  obtainable  from  third  parties.

     During  1996  we  sold  our  wholly-owned subsidiary Real Estate Television
Network,  Inc.  in  exchange for shares of stock of AmeriNet Financial Services,
Inc.,  the  entity  that acquired Real Estate Television Network.  Since we were
unable  to receive free trading shares of AmeriNet as agreed, on July 9, 1998 we
filed  a  lawsuit  against  AmeriNet  and  certain of its officers and directors
alleging  breaches  of  written  contracts,  fraud  and  violations  of  various
Corporate Code sections.  On September 2, 1998, AmeriNet filed a cross-complaint
against  us  alleging  fraud  and  misrepresentation,  breaches of contracts and
conspiracy.  In  the  cross-complaint AmeriNet sought damages in the approximate
amount  of $12,000,000, together with exemplary and punitive damages, attorney's
fees  and  cost of the suit. The actual losses identified by the cross-complaint
were  less  than  $500,000.  Effective  on  December 15, 1999, we entered into a
settlement  with  AmeriNet  which  provided for AmeriNet (which had subsequently
been  renamed Homespace, Inc.) to issue to us 200,000 shares of Homespace common
stock  and  pay  us  $100,000,  with  mutual  releases  of claims on both sides.

     On  December  3, 1998, related to a different litigation matter,  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.

ITEM  13  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (A)     EXHIBITS

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

2.1               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               Certificate of Merger of Jones Naughton Entertainment, Inc.
                  into  Go  Online  Networks  Corporation,  dated
                  August  12,  1999.


                                       29
<PAGE>

2.3               Articles  of Merger of Jones Naughton Entertainment, Inc. with
                  Go  Online  Networks  Corporation,  dated  September  8, 1999.
3.1               Articles  of  Incorporation  of  Valencia Capital, Inc., filed
                  October  20,  1987.
3.2               Articles  of  Amendment  to  the  Articles of Incorporation of
                  Valencia  Capital,  Inc.,  filed  February  7,  1991.
3.3               Articles  of  Amendment  to  the  Articles of Incorporation of
                  Jones  Naughton  Entertainment,  Inc.,  filed  July  27, 1994.
3.4               Articles  of  Amendment  to  the  Articles of Incorporation of
                  Jones Naughton Entertainment,  Inc.,  filed  July  28,  1994.
3.5               Certificate  of  Designation for Jones Naughton Entertainment,
                  Inc.,  dated  June  8,  1994.
3.6               Bylaws  of  Jones  Naughton  Entertainment,  Inc., as amended.
3.7               Certificate  of  Incorporation  of  Go  Online  Networks
                  Corporation,  dated  August  11,  1999.
3.8               Certificate of Designation for Go Online Networks Corporation,
                  dated  August  13,  1999.
3.9               Bylaws  of  Go  Online  Networks  Corporation.
3.10              Articles  of  Incorporation  of  AMS Acquisition Corp., filed
                  June  29,  1998.
3.11              Bylaws  of  AMS  Acquisition  Corp.
10.1              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              Stock Purchase Agreement between Amerinet Financial Services,
                  Inc.  and  Jones  Naughton  Entertainment,  Inc.,  dated
                  October  1996.
10.3              Escrow  Agreement between Jones Naughton Entertainment, Inc.,
                  Amerinet  Financial  Systems,  Inc.  and  MRC  Legal Services
                  Corporation, dated February  12,  1997
10.4              Form  of  Stock  Purchase  Agreement  between  Jones Naughton
                  Entertainment,  Inc. and investors for 504 Stock Sales from
                  January 1997 through April  1999.
10.5              Escrow  Agreement between Jones Naughton Entertainment, Inc.,
                  Michael  Rost  and  MRC  Legal  Services  Corp.,  dated
                  November  17,  1997.
10.6              Stock  Purchase  Agreement  between  Jones  Naughton
                  Entertainment,  Inc. and Joe Lynde, dated November 17,  1997.
10.7              Escrow  Agreement between Jones Naughton Entertainment, Inc.,
                  Joseph  Lynde  and  MRC  Legal  Services  Corp.,  dated
                  November  17,  1997.
10.8              Stock  Purchase  Agreement  between  Jones  Naughton
                  Entertainment,  Inc.  and  David  Evans,  dated  November
                  17,  1997.
10.9              Escrow  Agreement between Jones Naughton Entertainment, Inc.,
                  David  Evans  and  MRC  Legal  Services Corp., dated November
                  17,  1997.
10.10             Stock  Purchase  Agreement  between  Jones  Naughton
                  Entertainment,  Inc.  and Patricia L. Schonebaum IRA Account,
                  dated November 17, 1997.
10.11             Escrow Agreement between Jones Naughton Entertainment, Inc.,
                  Patricia  L. Schonebaum IRA Account and MRC Legal
                  Services Corp., dated November 17,  1997.
10.12             Stock  Purchase  Agreement  between  Jones  Naughton
                  Entertainment,  Inc.  and  Patricia  L.  Schonebaum,  dated
                  November  17, 1997.
10.13             Escrow Agreement between Jones Naughton Entertainment, Inc.,
                  Patricia  L.  Schonebaum  and MRC Legal Services Corp., dated
                  November 17, 1997.


                                       30
<PAGE>

10.14             Stock  Purchase  Agreement  between  Jones  Naughton
                  Entertainment,  Inc.  and  Joy  F.  Evans,  dated  November
                  17,  1997.
10.15             Escrow Agreement between Jones Naughton Entertainment, Inc.,
                  Joy  F.  Evans  and  MRC  Legal  Services  Corp.,  dated
                  November  17,  1997.
10.16             Agreement  for  Purchase  and  Sale  of  Assets between Sign
                  Products  of  America,  Inc. and Jones Naughton Entertainment,
                  Inc., dated March 1998.
10.17             Agreement for Purchase and Sale of Assets between Affiliated
                  Marketing  Services,  Inc. and  AMS Acquisition Corp., dated
                  July  8, 1998.
10.18             Employment  Agreement between AMS Acquisition Corp. and Paul
                  Hentschl  effective  July  8,  1998.
10.19             First  Company  Security  Agreement  in  favor of Affiliated
                  Marketing  Services,  Inc.,  dated  July  8,  1998.
10.20             Company  Security Agreement in favor of Paul Hentschl, dated
                  July  8,  1998.
10.21             Secured Promissory Note payable to Paul Hentschl, dated July
                  8,  1998.
10.22             Agreement  for  Purchase  and  Sale  of  Assets  between AMS
                  Acquisition  Corp.  and  Affiliated  Marketing Services, Inc.,
                  dated January 11, 1999.
10.23             Addendum  to  Agreement  for  Purchase  and  Sale  of Assets
                  between  AMS  Acquisition  Corp.  and Affiliated Marketing
                  Services, Inc., dated January  13,  1999.
10.24             Joint  Venture  Agreement  by  and  between  Jones  Naughton
                  Entertainment,  Inc.  and  Scott  Claverie,  dated  February
                  26,  1999.
10.25             Employment  Agreement  between Jones Naughton Entertainment,
                  Inc.  and  James  Cannon,  effective  April  12,  1999.
10.26             Stock  Exchange  Agreement  by  and  between  Jones Naughton
                  Entertainment,  Inc.  and  Scott  Claverie,  dated  April
                  19,  1999.
10.27             Independent  Consultant  Agreement  between  Jones  Naughton
                  Entertainment,  Inc.  and  Michael  Abelson,  effective
                  May  1,  1999.
10.28             Marketing  Agreement  between  Jones Naughton Entertainment,
                  Inc.  and  PDQ  Internet  ,  dated  May  3,  1999.
10.29             Marketing  Agreement  between  Jones Naughton Entertainment,
                  Inc.  and  ieXe,  dated  June  4,  1999.
10.30             Reorganization  and  Stock  Purchase Agreement between Jones
                  Naughton  Entertai ment,  Inc.  and  Auctionomics,  Inc.,
                  dated  June 10, 1999.
10.31             Consulting  Agreement  between  Auctionomics, Inc. and WLTC,
                  LLT,  effective  June  10,  1999.
10.32             Vendor  Agreement  between  GoOn-line.com  and  5th  Avenue
                  Channel,  dated  June  1999.
10.33             Addendum  to  Reorganization  and  Stock  Purchase Agreement
                  between  Jones Naughton  Entertainment, Inc. and Auctionomics,
                  Inc., dated June 25,  1999.
10.34             Form  of  Securities  Subscription  Agreement  between Jones
                  Naughton  Entertainment,  Inc. and certain Investors for 3%
                  Series A Convertible Debentures  due  July  30,  2000
10.35             Form  of 3% Series A Convertible Debenture due July 30, 2000
10.36             Form  of  Escrow  Agreement  between  Jones  Naughton
                  Entertainment,  Inc., certain Investors, and Edward H.
                  Burnbaum, Esq., as escrow agent,  for  the Company's 3% Series
                  A Convertible Debentures due July 30, 2000.
10.37             Office  Lease between Jones Naughton Entertainment, Inc. and
                  eOfficeSuites,  Inc.  dated  August  12,  1999.


                                       31
<PAGE>

10.38             Consulting  and  Financial  Services Agreement between Jones
                  Naughton  Entertainment,  Inc.  and  Patrick  M.  Rost dated
                  September  15, 1999.
10.39             Employment  Agreement between AMS Acquisition Corp. and Matt
                  Herman,  effective  October  1,  1999.
10.40             Lease  Proposal  for  5681 Beach Blvd., Buena Park, CA 90621
                  for  Jones Naughton Entertainment, Inc. dated July 21, 1999.
10.41             Lease  Agreement  between  GoOn-Line.com  and  Design  Arts
                  Building  Associates  dated  April  29,  1999
10.42             Securities  Purchase  Agreement  between  Go Online Networks
                  Corporation  and  Triton  Private  Equities Fund, L.P., dated
                  September 20, 1999
10.43             Series  1999-A Eight Percent Convertible Promissory Note due
                  October 1, 2001 dated September 21, 1999 issued to Triton
                  Private Equities Fund, L.P.
10.44             Warrant  to  Purchase  Common Stock dated September 21, 1999
                  issued  to  Triton  Private  Equities  Fund,  L.P.
10.45             Registration  Rights  Agreement  between  Go Online Networks
                  Corporation  and   Triton  Private  Equities  Fund, L.P. dated
                  September 20, 1999
10.46             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.
10.47             Form  of  Site  Agreement
10.48             Agreement  between  Auctionomics,  Inc.  and  Classified
                  Auctions.com,  LLC
10.49             Agreement between Ingram Book Company and Go Online Networks
                  Corporation  dated  November  22,  1999
10.50             Agreement  between  LinkShare  Corporation  and  Go  Online
                  Networks  Corporation
10.51             Agreement  between Infotouch Technologies Corporation and Go
                  Online  Networks  Corporation  dated  June  22,  1999
10.52             Memorandum  of  Understanding  between  Icom  Network and Go
                  Online  Networks  Corporation  dated  March  8,  1999
10.53             Invoice  dated  June  14,  1999 reflecting Agreement between
                  Websites  Results  and  Go  Online  Networks  Corporation
10.54             Investment  Agreement  dated November 29, 1999 between
                  Triton  Private  Equities  Fund  LP  and  Go Online Networks
                  Corporation
10.55             Registration  Rights  Agreement  dated  November  29,  1999
                  between  Triton  Private  Equities  Fund  LP  and Go Online
                  Networks Corporation
10.56             Form  of Warrant to Purchase Common Stock issuable to Triton
                  Private  Equities  Fund  LP  by  Go  Online  Networks
                  Corporation
10.57             Addendum to Employment Agreement for James Cannon.
23.1              Consent  of  Schumacher  &  Associates,  independent  public
                  accountants
23.2              Consent  of Miller and McCollom, certified public accountants

     (b)     REPORTS  ON  FORM  8-K

     There  were  no reports on Form 8-K filed during the period of this report.


                                       32
<PAGE>

                                 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:  March  28,  2000                    Go  Online  Networks  Corporation


                                            /s/  Joseph  M.  Naughton

                                            Joseph  M. Naughton, Chief Executive
                                              Officer  and  Director


                                       33
<PAGE>

                         GO  ONLINE  NETWORKS  CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES

                        CONSOLIDATED  FINANCIAL  STATEMENTS
                                      WITH
              REPORTS  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS


                            December 31, 1998 and 1999


Consolidated  Financial  Statements:

     Report  of  Independent  Certified  Public Accountants            F-2 & F-3

     Consolidated  Balance  Sheets                                        F-4

     Consolidated  Statements  of  Operations                             F-5

     Consolidated  Statement  of  Changes  in
     Stockholders'  (Deficit)                                             F-6

     Consolidated  Statements  of  Cash  Flows                            F-7

     Notes  to  Consolidated  Financial  Statements                       F-8


                                      F-1
<PAGE>

                   REPORT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS
                   -------------------------------------------------------


The  Board  of  Directors
Go  Online  Networks  Corporation
Buena  Park,  California


We have audited the accompanying balance sheet of Go Online Networks Corporation
and  Consolidated  Subsidiaries  as  of  December  31,  1999,  and  the  related
statements  of  operations,  stockholders' (deficit) and cash flows for the year
then  ended.  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.
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  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audit  provides  a  reasonable  basis  for  our opinion.

In  our opinion, the financial statements, referred to above, present fairly, in
all material respects, the financial position of Go Online Networks, Corporation
and  Consolidated  Subsidiaries  as of December 31, 1999, and the results of its
operations,  changes  in stockholders' (deficit) and its cash flows for the year
then  ended,  in  conformity  with  generally  accepted  accounting  principles.

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
2170  South  Parker  Road,  Suite  270
Denver,  CO   80231
February  25,  2000


                                      F-2
<PAGE>

                   REPORT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS
                   -------------------------------------------------------


The  Board  of  Directors
Go  Online  Networks  Corporation
Buena  Park,  California


We  have  audited  the  accompanying  statements  of  operations,  stockholders'
(deficit)  and  cash  flows of Go Online Networks Corporation for the year ended
December  31,  1998.  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.
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  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audit  provides  a  reasonable  basis  for  our opinion.

In  our opinion, the financial statements, referred to above, present fairly, in
all  material  respects,  the  results  of  operations, changes in stockholders'
(deficit)  and  cash  flows of Go Online Networks Corporation for the year ended
December  31, 1998, in conformity with generally accepted accounting principles.

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/  Schumacher & Associates

Schumacher  &  Associates
Certified  Public  Accountants
12835  E.  Arapahoe  Road
Tower  II,  Suite  110
Englewood,  CO  80112
August  27,  1999


                                      F-3
<PAGE>

              GO  ONLINE  NETWORKS  CORPORATION  AND  CONSOLIDATED  SUBSIDIARIES

                                   CONSOLIDATED  BALANCE  SHEETS
                                         December 31, 1999

                                             ASSETS
                                             ------

<TABLE>
<CAPTION>

<S>                                         <C>
Current Assets:
 Cash                                       $ 25,921
 Other current assets                         18,503
 Total Current Assets                         44,424
                                            --------

Designs and trademarks, net of
 accumulated amortization of $29,164          20,833
Security deposits                              5,282
Equipment, net of accumulated depreciation
 of $96,569                                  758,812
                                            --------

TOTAL ASSETS                                $829,351
                                            ========
</TABLE>

                        LIABILITIES  AND  STOCKHOLDERS'  (DEFICIT)

<TABLE>
<CAPTION>

<S>                                            <C>
Current Liabilities:
  Accounts payable and accrued expenses        $   505,399
  Notes payable and accrued interest
   (Note 8)                                        136,467
  Unearned revenue (Note 1)                        120,000
  Advances from and accrued expenses
   to officer (Note 2)                             492,687
                                               ------------
  Total Current Liabilities                      1,254,553

Convertible debentures (Note 4 and Note 11)        538,462
                                               ------------
TOTAL LIABILITIES                                1,793,015
                                               ------------

Commitments and contingencies
 (Notes 1,2,3,4,5,6,7,8,9,10 and 11)                     -

Stockholders' (Deficit):
 Convertible preferred stock, no par
   value, 10,000,000 shares authorized,
   638,333 issued and outstanding                  168,883
  Common stock, no par value,
   100,000,000 shares authorized,
   75,181,843 shares issued and
   outstanding                                   7,678,689
                                               ------------
  Accumulated (Deficit)                         (8,811,236)
                                               ------------
TOTAL STOCKHOLDERS' (DEFICIT)                     (963,664)
                                               ------------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)  $   829,351
                                               ============
</TABLE>


The  accompanying  notes  are  an  integral  part  of  the financial statements.


                                      F-4
<PAGE>

              GO  ONLINE  NETWORKS  CORPORATION  AND  CONSOLIDATED  SUBSIDIARIES

                        CONSOLIDATED  STATEMENTS  OF  OPERATIONS


<TABLE>
<CAPTION>

<S>                                                                 <C>           <C>
                                                                   Year Ended     Year Ended
                                                                   December 31,   December 31,
                                                                      1998          1999
                                                                   -------------  ------------
Revenue
   Sales                                                           $           -   $    89,749
                                                                   --------------  ------------

Expenses:
 Advertising                                                                   -        58,365
 Amortization and depreciation                                            12,500        80,660
 Rent                                                                      7,451        44,237
 Legal fees                                                              120,048       433,564
 Contract services, salaries and
  payroll taxes                                                          124,375       274,215
 Compensation, officer                                                    96,000        96,000
 Common stock issued for
  Website development (Note 10)                                                -       180,000
 Other                                                                    82,100       612,045
                                                                   --------------  ------------
Total Operating Expenses                                                 442,474     1,779,086
                                                                   --------------  ------------
Net (Loss) Before Other
 Income (Expense)                                                       (442,474)   (1,689,337)
Other Income (Expense):
 Option buy back (Note 10)                                                     -      (625,000)
 Operating loss of segment disposed of                                  (145,203)            -
 Litigation settlement (Note 7)                                                -       100,000
 Discount on convertible
  debentures (Note 4)                                                          -      (188,462)
 Loss from disposition of
  segment disposed of (Note 5)                                           (94,845)            -
 Interest expense                                                       (121,322)      (40,509)
                                                                   --------------  ------------
Net (Loss)                                                         $    (803,844)  $(2,443,308)
                                                                   ==============  ============

Per Common Share                                                   $        (.02)  $      (.03)
                                                                   ==============  ============
Weighted Average
 Shares Outstanding                                                   44,558,017    70,502,913
                                                                   ==============  ============
</TABLE>

The  accompanying  notes  are  an  integral  part  of  the financial statements.


                                      F-5
<PAGE>

              GO  ONLINE  NETWORKS  CORPORATION  AND  CONSOLIDATED  SUBSIDIARIES
              ------------------------------------------------------------------

                        STATEMENT  OF  CHANGES  IN  STOCKHOLDERS'  EQUITY

                      From  December  31,  1997  through  December  31,  1999



<TABLE>
<CAPTION>

<S>                                        <C>          <C>         <C>         <C>         <C>            <C>
                                           Preferred    Stock       Common      Stock       Accumulated
                                           No./Shares   Amount      No./Shares  Amount          (Deficit)  Total
                                           -----------  ----------  ----------  ----------  -------------  ------------


Balance at December 31, 1997                  938,000   $ 322,417   34,665,995  $4,766,211  $ (5,564,084)  $  (475,456)

Common stock issued                                 -           -   19,484,366     914,208             -       914,208

Preferred stock converted                    (299,667)   (104,884)     299,667     104,884             -             -

Loss for the year ended December 31, 1998
                                                    -           -            -           -      (803,844)     (803,844)
                                           -----------  ----------  ----------  ----------  -------------  ------------

Balance at December 31, 1998                  638,333     217,533   54,450,028   5,785,303    (6,367,928)     (365,092)

Common stock issued                                 -           -   20,592,815   1,844,736             -     1,844,736

Preferred stock converted                    (139,000)    (48,650)     139,000      48,650             -             -

Loss for the year ended December 31, 1999
                                                    -           -            -           -    (2,443,308)   (2,443,308)
                                           -----------  ----------  ----------  ----------  -------------  ------------

Balance at December 31, 1999                  499,333   $ 168,883   75,181,843  $7,678,689  $ (8,811,236)  $  (963,664)
                                            ===========  ==========  ==========  ==========  =============  ============

</TABLE>

The  accompanying  notes  are  an  integral  part  of  the financial statements.


                                      F-6
<PAGE>

              GO  ONLINE  NETWORKS  CORPORATION  AND  CONSOLIDATED  SUBSIDIARIES

                        CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS


<TABLE>
<CAPTION>

<S>                                                      <C>               <C>

                                                          Year Ended       Year Ended
                                                         December 31,     December 31,
                                                             1998            1999
                                                        ------------      ------------

Operating Activities:
 Net (Loss)                                             $  (803,844)  $(2,443,308)
  Adjustments to reconcile net (loss) to
  net cash (used in) operating activities:
   Amortization and depreciation                             12,500        80,660
   Increase in accounts payable
    and accrued expenses                                     46,651       439,358
   Increase in unearned revenue                                   -       120,000
   Discount on debenture                                          -       188,462
   Option buy back                                                -       625,000
   Other                                                    126,382       346,413
                                                          ----------  ------------
 Net Cash (Used in) Operating Activities                   (618,311)     (643,415)
                                                          ----------  ------------
Investing Activities:
 Investment in equipment                                          -      (855,381)
 Investment in designs and trade name                       (50,000)      (50,000)
                                                          ----------  ------------
 Net Cash  (Used in) Investing Activities                   (50,000)     (905,381)
                                                          ----------  ------------
Financing Activities:
 Repayment of notes and advances payable                    (31,427)            -
 Common stock issued                                        694,883     1,039,736
 Proceeds from notes and advances payable                         -       532,710
                                                          ----------  ------------
Net Cash Provided by Financing Activities                   663,456     1,572,446
                                                          ----------  ------------
Increase (decrease) in Cash                                  (4,855)       23,650
Cash at Beginning of Period                                   7,126         2,271
                                                         -----------  ------------
Cash at End of Period                                   $     2,271   $    25,921
                                                        ===========  ============
Interest Paid                                           $   121,322   $    40,509
                                                        ============  ============
Income Taxes Paid                                       $         -   $         -
                                                        ============  ============
</TABLE>


The  accompanying  notes  are  an  integral  part  of  the financial statements.


                                      F-7
<PAGE>

         GO  ONLINE  NETWORKS  CORPORATION  AND  CONSOLIDATED  SUBSIDIARIES

                      NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
                               December  31,  1998  and  1999

(1)     Summary  of  Significant  Accounting  Policies
        ----------------------------------------------

     A.     Organization  and  Principles  of  Consolidation
            ------------------------------------------------

The  consolidated  financial  statements  of  Go  Online  Networks  Corporation,
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 Auctionomics, Inc., incorporated in Nevada on June 8, 1999.
Jones  Naughton  Entertainment,  Inc.  changed  its  name  to Go Online Networks
Corporation  on September 8, 1999.  References to the Company refer to Go Online
Networks  Corporation  and its subsidiaries.  As of December 31, 1998, AMS was a
wholly-owned  subsidiary  of Go Online Networks Corporation.  As of December 31,
1999,  AMS  and  Auctionomics  are  75% owned subsidiaries of Go Online Networks
Corporation.  The  Company  is  in  the  information  technology  business.  All
intercompany  accounts  have  been eliminated in the consolidation.  The Company
has  selected  December  31  as  its  year  end.

     B.     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.

C.     Basis  of  Presentation  -  Going  Concern
       ------------------------------------------

The  accompanying  financial  statements  have  been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern.  However, the Company has sustained operating losses
since  its  inception  and  has  a net capital deficiency.  Management's plan to
continue  in  operations  is  to continue to attempt to raise additional debt or
equity  capital  until  such  time  the  Company  is able to generate sufficient
operating  revenue.

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.


                                      F-8
<PAGE>

          GO  ONLINE  NETWORKS  CORPORATION  AND  CONSOLIDATED  SUBSIDIARIES

                   NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
                         December  31,  1998  and  1999

(1)     Summary  of  Significant  Accounting  Policies,  Continued
        ----------------------------------------------------------

     D.     Per  Share  Information
            -----------------------

The  per share information is computed based upon the weighted average number of
shares  outstanding.

     E.     Equipment
            ---------

The  Company  carries  its  investment  in  equipment, principally consisting of
office  equipment and computer access kiosks installed at customer locations, at
cost net of accumulated depreciation.  Depreciation is provided over a five year
period  on  a  straight-line  basis.

     F.     Geographic  Area  of  Operations
            --------------------------------

The  Company's customers are principally in the U.S.A.  The potential for severe
financial  impact can result from negative effects of economic conditions within
the  market  or geographic area.  Since the Company's business is principally in
one  area  and  in  one industry, this concentration of operations results in an
associated  risk  of  uncertainty.

     G.     Intangible  Assets
            ------------------

The  Company  reviews  the carrying value of its intangible assets on a periodic
basis,  at  least quarterly, to determine if there is any impairment in carrying
value.  As  of  December  31,  1999  and  the  Company believes that there is no
impairment  in  value  of  the  carrying  value  of  its  intangible  assets.

     H.     Stock  Issued  for  Services  and Stock Options Granted for Services
            --------------------------------------------------------------------

The Company has issued stock and granted stock options for services.  The market
value  of  the  shares  issued  for  services  was recorded as an expense in the
accompanying  financial statements.  All options granted were at market value or
higher  at  the time of the grant.  No compensation was recorded for the options
granted  since  any  compensatory  amounts would be immaterial since the options
were  granted  at  prices  at  least  equal  to  market.

     I.     Income  Taxes
            -------------

The  Company  as  of  December  31,  1998  had  approximately  $7,700,000 of net
operating  loss  carryovers  which  expire  in  years through 2019.  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, 1999 the Company had
deferred  tax  assets  of approximately $2,310,000 related to 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-9
<PAGE>

     GO  ONLINE  NETWORKS  CORPORATION  AND  CONSOLIDATED  SUBSIDIARIES

                 NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
                         December  31,  1998  and  1999

(1)     Summary  of  Significant  Accounting  Policies,  Continued
        ----------------------------------------------------------

     J.     Preferred  Stock
            ----------------

The  Company  has  outstanding 499,333 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 an 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 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.

     K.     Advertising
            -----------

The  Company  expenses  advertising  costs  as  incurred.

     L.     Unearned  Revenue
            -----------------

The  Company  received  $145,000  related  to future advertising on the Internet
kiosks  which  has  been  accounted  for  as  unearned revenue.  The advertising
revenue  will  be  recognized  as  income and will be amortized over the periods
covered  on  a  straight-line basis.  $25,000 had been earned as of December 31,
1999.

     N.     Concentration  of  Credit  Risks
            --------------------------------

The  Company  carries  its  cash accounts in banks.  As of December 31, 1999 the
Company  had  no  accounts  in  excess  of  the  amount  insured by the F.D.I.C.

(2)     Advances  and  Accrued  Expenses,  Related  Party
        -------------------------------------------------

The Company's Chief Executive Officer has loaned various amounts to the Company.
As  of December 31, 1999 the amounts payable to the officer for advances totaled
$240,202.  In  addition  there  is unpaid compensation due to him of $252,485 at
December  31,  1999.   The  balances  payable  to  the  related  party  are
uncollateralized,  bear  no  interest  and  are  payable  on  demand.


                                      F-10
<PAGE>

          GO  ONLINE  NETWORKS  CORPORATION  AND  CONSOLIDATED  SUBSIDIARIES

                     NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
                           December  31,  1998  and  1999

(3)     Stock  Options
        --------------

The  following  summarizes  earned  options  granted, exercised and outstanding:
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

<S>                  <C>           <C>          <C>

                                  Option        Expiration
Date of Grant        # of Shares   Price        Date
-------------------  ------------  -----------  ----------------------------

 February 27, 1996     1,000,000   $       .35  November 1, 1997
                     ------------  -----------
Balance outstanding
 December 31, 1996     1,000,000   $       .35  Average option price of $.35

 April 10, 1997          100,000   $       .25  November 1, 1997
 April 10, 1997          100,000   $       .10  May 1, 1998
 April 10, 1997          100,000   $       .15  November 1, 1998
 April 1, 1997           100,000   $       .25  November 1, 1999
 February 27, 1996    (1,000,000)  $       .35  Expired November 1, 1997
 April 10, 1997         (100,000)  $       .05  Expired November 1, 1997
                     ------------  -----------
Balance outstanding
 December 31, 1997       300,000   $  .10-$.25  Average option price of $.17

 April 10, 1997         (100,000)  $       .10  Expired May 1, 1998
 April 10, 1997         (100,000)  $       .15  Expired November 1, 1998
 May 3, 1998             500,000   $       .07  February 2, 1999
 May 3, 1998             500,000   $      .125  February 2, 1999
 May 3, 1998             500,000   $       .25  February 2, 1999
 July 27, 1998           500,000   $       .25  February 2, 1999
                     ------------  -----------
Balance outstanding
 December 31, 1998     2,100,000   $  .07-$.25  Average option price of $.18

 May 3, 1998            (500,000)  $       .07  Exercised February 2, 1999
 April 12, 1999          150,000   $       .25  April 11, 2001
 April 12, 1999        1,000,000   $       .20  April 11, 2001
 August 9, 1999          200,000   $       .32  August 8, 2000
 September 15, 1999    1,000,000   $       .50  December 31, 2000
 May 3, 1998            (500,000)  $      .125  Expired February 2, 1999
 May 3, 1998            (500,000)  $       .25  Expired February 2, 1999
 July 27, 1998          (500,000)  $       .25  Expired February 2, 1999
 April 1, 1997          (100,000)  $       .25  Expired November 1, 1999
                     ------------  -----------
Balance outstanding
 December 31, 1999     2,350,000   $  .20-$.50  Average option price of $.27
                     ============  ===========
</TABLE>

The  Company  has  other  various  option agreements with employees, independent
contractors  and  consultants that have contingencies associated with the rights
to  exercise.  These other contingent option agreements are disclosed at various
locations  throughout  the notes to the financial statements.  The above summary
represents  all  options that are not subject to any contingencies.  All options
were  granted  at  exercise prices equal to or in excess of market prices of the
stock  at  the date of grant, therefore no compensation expense was recorded for
the  options.


                                      F-11
<PAGE>

          GO  ONLINE  NETWORKS  CORPORATION  AND  CONSOLIDATED  SUBSIDIARIES

                     NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
                           December  31,  1998  and  1999

(3)     Stock  Options,  Continued
        --------------------------

In  addition  to  options  disclosed  elsewhere  in  the  notes to the financial
statements,  the  Company has issued the following options to acquire restricted
common  stock  of  the  Company:

A.     31,640  shares exercisable at $.20 per share at any time within  one year
after  the  Company's  common stock first trades at or above $1.20 per share for
thirty  consecutive  trading  days.

B.     31,640  shares  exercisable  at  $.40  per  share exercisable at any time
within one year after the publicly traded common stock of the Company has traded
at  $2.00  per  share  on  each  trading  date  for  thirty  consecutive  days.

C.     31,640  shares exercisable at $1.00 per share at any time within one year
after  the  publicly  traded common stock of the Company has traded at $2.80 per
share  for  thirty consecutive trading days.  Such shares cannot be traded for a
period  of  ninety  days  after  the  exercise  of  this  option.

D.     31,640  shares  exercisable  at  $2.00 per share, exercisable at any time
within one year after the publicly traded common stock of the Company has traded
at  $3.60  per share for thirty consecutive trading days.  Such shares cannot be
traded  for  a  period  of  sixty  days  after  the  exercise  of  this  option.

(4)     Convertible  Debentures
        -----------------------

During  the  years  ended  December  31,  1998  and  1999,  the  Company  issued
approximately  $343,000  and  $100,000,  respectively  of convertible debentures
which  have  been  converted  to common stock.  The debentures were converted to
common  stock  at  75%  of the market value of the common stock.  The difference
between  the exercise price and the market price upon exercise has been recorded
as  interest  expense  in the accompanying 1998 and 1999 financial statements in
the amount of $114,333 and $33,333, respectively.  In addition during September,
1999,  the  Company issued $538,462 of convertible debentures for $350,000.  The
discount  of  $188,462 has been recorded as an other expense similar to interest
in  the  financial  statements.  As additional consideration for the purchase of
the debenture, the purchaser was granted a warrant to purchase 175,000 shares of
common  stock  of  the Company at a price of $.50 per share which will expire on
December  31,  2000.  Since the exercise price was in excess of the market value
of  the  stock  at  the  time  of issuance, no consideration was recorded in the
financial  statements.  If  not converted to common stock, the debenture accrues
interest  at  8%  per annum, due and payable quarterly in arrears with the first
payment  due  on  December  31,  1999.  The  $538,462  convertible  debenture is
convertible  at the option of the holder into common stock at a conversion price
for  each  share  of common stock equal to the lesser of (1) 125% of the closing
bid price for the common stock on the date of issuance of the debenture or (2) a
percentage  of the average of the three lowest closing bid prices for the common
stock  for  the  20 trading days immediately preceding the conversion date.  The
applicable  percentage shall be equal to the following: (I) for conversions made
on  or  before  120 days after the date of the debenture, 105%; (ii) between 121
and  150  days, 103%; (iii) between 151 and 180 days, 100%; (iv) between 181 and
210  days,  97%  or  (v) after 210 days, 95%.  See Note 11 for subsequent events
related  to  this  matter.


                                      F-12
<PAGE>

          GO  ONLINE  NETWORKS  CORPORATION  AND  CONSOLIDATED  SUBSIDIARIES

                  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
                        December  31,  1998  and  1999

(5)     Investment  in  and  Disposition  of  Investment  in  Publishing  and
        ---------------------------------------------------------------------
        Advertising  Business
        -------------

On July 8, 1998 AMS Acquisition Corp., a newly formed wholly-owned subsidiary of
the  Company acquired the assets and liabilities of a business operating several
different publishing and advertising divisions located in San Diego, California.
The  total  investment  in  the  acquisition of the business assets approximated
$240,000  including  related acquisition expenses.  After operating the business
for  approximately  six months, the assets and liabilities were sold back to the
original  seller  in  exchange for assuming the then existing liabilities of the
business.  This  sale  back was effective December 31, 1998.  At the time of the
return  of  the business, the total assets of the business including goodwill of
approximately  $500,000, totaled approximately $858,000, and liabilities totaled
approximately  $904,000.  While  the  liabilities were  assumed in the sale back
transaction,  AMS  remains  contingently  liable for any amounts not paid by the
purchaser.  The  assets  and  the  liabilities have been subsequently sold again
after  the  buy  back  from AMS.  The financial statements have no provision for
future  losses, if any, related to this contingency.  The ultimate resolution of
this  matter  cannot  presently  be  determined.

The consolidated financial statements include a loss from the operations of this
discontinued  business  in the amount of $145,203 and a loss from disposition of
this  business  totaling  $94,845.

(6)     Consulting  Agreements
        ----------------------

Effective  February 3, 1998 the Company entered into a consulting agreement with
an  individual  to provide financial support and market makers for the Company's
publicly  traded  common  stock.  In  accordance with the terms of the agreement
the consultant was issued 400,000 shares valued at $.035 per share and 1,250,000
shares  at $.03 per share as compensation for consulting services.  In addition,
the  consultant  was  granted  an  option  to  acquire 1,000,000 shares at $.05,
1,000,000  at $.07 and 1,000,000 at $.09 per share.  At the time of the grant of
the  options,  the  option price was in excess of the market price of the stock.
The  options  for  the 1,000,000 shares at $.05 and the 1,000,000 shares at $.07
were  exercised.  The  option  for  the  1,000,000  shares  at  $.09  expired
unexercised.

Effective  July 27, 1998 the Company entered into a consulting agreement with an
individual  for  a  90  day  period.   The individual was paid  $6,000 per month
for  providing  services  to  assist  in  developing  financial  support for the
Company's publicly traded common stock.  In addition, the consultant was granted
an  option to purchase 500,000 shares of the Company's common stock at $.125 per
share  within  one  year  of  the  effective  date of the agreement.  The option
expired  unexercised.

Effective  March  9,  1998 the Company entered into an internet public relations
agreement  with an entity for a three month period.  For services performed, the
Company  issued  125,000  shares  of its common stock valued at $.025 per share.
The  entity  was  also  granted a ninety day option to acquire 50,000 additional
shares  at  $.075  per  share.  The  option  expired  unexercised.

Effective  October 17, 1997 the Company entered into a consulting agreement with
an  individual  whereby the individual prepared news releases and other services
requested by the Company in connection with its securities market, broker dealer
relationships and investor relations.  The Company issued the individual 150,000
shares  valued  at  $.066  per  share  for  compensation related to the services
performed.


                                      F-13
<PAGE>

          GO  ONLINE  NETWORKS  CORPORATION  AND  CONSOLIDATED  SUBSIDIARIES

                   NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
                            December  31,  1998  and  1999

(7)     Commitments  and  Contingencies
        -------------------------------

During  1996  the  Company sold its wholly-owned subsidiary RETN in exchange for
shares  of  stock of the entity acquiring RETN.  Since the Company was unable to
receive  free trading shares of the entity,  the Company on July 9, 1998 filed a
lawsuit against the purchaser and certain of its officers and directors alleging
breaches  of  written  contracts, fraud and violations of various Corporate Code
sections.  On  September  2, 1998, the purchasing entity filed a cross-complaint
against  the Company alleging fraud and misrepresentation, breaches of contracts
and  conspiracy.  During  December 31, 1999, the Company settled this matter and
received  $100,000  cash  plus  160,000  restricted shares of Home Space Inc.  A
contingent  asset  exists with respect to the 160,000 shares, the value of which
cannot  presently  be determined.  The financial statements include no value for
the  160,000  shares.  An  additional 40,000 shares were issued to the Company's
legal counsel as part of the settlement.  The 160,000 shares of Home Space, Inc.
were  pledged  as  collateral  for  the  convertible  debentures.  See  Note 11.

On  December  3,  1998,  related  to  a  different litigation matter,  a default
judgement  was  entered against the Company in the approximate amount of $55,000
for alleged amounts owed by RETN for which the plaintiff alleges is also owed by
the Company.  On July 14, 1999 the default judgement was set  aside based on the
fact  that  the  Company was never properly served with a summons and complaint.
The  Company contends that it is not liable for the amounts due since RETN was a
separate  corporation  and  the  Company  never guaranteed this obligation.  The
financial statements do not include any loss provision with respect this matter.
A  contingency  exists  with  respect to this matter, the ultimate resolution of
which  cannot  presently  be  determined.

Management does not believe that the above contingencies will result in material
adverse  effects  on  the  financial  statements.

(8)     Notes  Payable
        --------------

On March 5, 1995 the Company borrowed $49,500 and $52,500 from an individual and
from  a  corporation, respectively.  The notes bear interest at 7% per annum and
are  uncollateralized.  The  notes  were  due and not paid on May 29, 1996.  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 of the Company at a rate of $.125
per  share.  The balance payable on December 31, 1999 on the notes total $66,244
and  $70,223,  respectively,  including  accrued  interest.


                                      F-14
<PAGE>

          GO  ONLINE  NETWORKS  CORPORATION  AND  CONSOLIDATED  SUBSIDIARIES

                    NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
                           December  31,  1998  and  1999

(9)     Acquisition  of  Assets
        -----------------------

During March 1998 the Company entered into an agreement to acquire the assets of
a  business  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.  As of December
31, 1998 the balance payable under the terms of the agreement was $12,500, which
was  paid off in 1999.  Since the value of tangible assets acquired was minimal,
the  total  $50,000  was recorded in the accompanying financial statements as an
intangible  asset  related  to  the  designs,  trademarks, trade names, contract
rights and other intangible assets.  This intangible asset is being amortized on
a  straight  line  basis  over  a  three  year  period.

(10)     Other  Events  and  Transactions
         --------------------------------

Effective  February  26, 1999 the Company entered into a joint venture agreement
with an individual, the current President of AMS, whereby 25,000 shares of (AMS)
Acquisition  Corp.  were  transferred  (25% ownership of AMS) to the individual.
The Company also granted the individual warrants to acquire an additional 26,000
shares  of  AMS  at  $1.00  per  share following the end of the first profitable
quarter  of  operations,  but  in  no  event  later than twelve months after the
February  26,  1999  agreement  date.  Effective  April  19,  1999  the  Company
exchanged  1,250,000 restricted  shares of Go Online Networks Corporation common
stock for the warrants.  These 1,250,000 shares were recorded at $.50 per share,
ninety  percent  of  the  market  value  of free trading shares of the Company's
Common  Stock  on  April 19, 1999, and recorded as an expense totaling $625,000.
As a part of the joint venture agreement, the Company agreed to provide AMS with
$25,000  for  working  capital.

Effective  May  15,  1999  the  Company entered into a lease for office space in
northern  California.  The term of the lease is for five years with monthly base
rent  payments  of  $1,615. The base rent amounts are subject to increases of 3%
per  annum.  The  Company  has  the right to terminate the lease between May 15,
2000  and June 15, 2000 and also between May 15, 2002 and June 15, 2002.  Future
base  rent  commitments  during the years ended December 31 under this lease are
summarized  as  follows:

2000               $  19,380
2001               $  19,380
2002               $  19,380
2003               $  19,380
2004               $  8,075


Effective  July  21,  1999  the Company entered into a lease for office space in
Buena  Park  California.  The  term of the lease is for three years with monthly
base  rent  payments  of $1,600.   Future base rent commitments during the years
ended  December  31  under  this  lease  are  summarized  as  follows:

2000               $  19,200
2001               $  19,200
2002               $  11,200


                                      F-15
<PAGE>

          GO  ONLINE  NETWORKS  CORPORATION  AND  CONSOLIDATED  SUBSIDIARIES

                    NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
                          December  31,  1998  and  1999

(10)     Other  Events  and  Transactions,  Continued
         --------------------------------------------

During  May,  1999,  the Company entered into a settlement agreement whereby the
Company  paid  $25,000  in cash to an entity for the full and final release of a
liability  of  the  Company  with  respect to the Company's guarantee of certain
commitments  of  RETN  to  the  entity.

Effective  June  10,  1999  the  Company entered into a stock purchase agreement
whereby  the  Company  acquired  75%  ownership  of Auctionomics, Inc., a Nevada
corporation.  Auctionomics,  Inc.  had  no business assets or liabilities at the
time  of  the  acquisition.  The Company had issued 500,000 restricted shares of
its  common stock and a warrant for an additional 500,000 shares exercisable for
two  years  at an exercise price of $.50 per share.  The shares were recorded at
$.36 per share, ninety percent of the market value, due to the size of the block
and the restricted nature of the stock.  The $180,000 value of the shares issued
was  recorded  as  an expense in the accompanying financial statements since the
substance  of  the  transaction  was to engage the services of the principals of
Auctionomics  to  assist  the  Company  in developing an Internet web site.  The
Company  agreed  to  and has provided $25,000 of working capital.  The agreement
also  provides  that  the 25% shareholders of Auctionomics will be entitled to a
bonus  equal to 25% of the net income before taxes of Auctionomics each year for
as  long as they remain shareholders of Auctionomics.   The Company also entered
into  consulting  agreements  with  the 25% shareholders of Auctionomics whereby
they  will  receive  20% of the gross revenues generated to Auctionomics through
efforts  of  the  consultants  as long as they are shareholders of Auctionomics.

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

A.     Base  salary  of  $60,000  per  year.

B.     Quarterly  bonus  of 20% of the net advertising revenues of the Community
Marquee  Division  generated as a result of the employee's direct efforts during
the  previous  quarter.

C.     Alternative  quarterly  bonus in lieu of B. above equal to 25% of the net
adverting  revenues  of the Community Marquee Division generated by partes other
than  the  employee.

D.     The  employee  shall  be granted options to purchase 25,000 shares of the
Company's  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  on the last business day of the month in which the employee
becomes  eligible.  The  difference  between  the  exercise price and the option
price  at the time when the options are earned will be expensed in the financial
statements  as  compensation.


                                      F-16
<PAGE>

          GO  ONLINE  NETWORKS  CORPORATION  AND  CONSOLIDATED  SUBSIDIARIES

                   NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
                        December  31,  1998  and  1999

(10)     Other  Events  and  Transactions,  Continued
         --------------------------------------------

Effective  May  1,  1999 the Company entered into a consulting agreement with an
individual  whereby  the consultant was engaged to assist in the creation of the
Company's  real  estate  website  for its GoOn-line.com operating division.  The
term  of the agreement is for one year but can be terminated by the Company with
or  without  cause  with  30  days  notice.

Compensation  to  the  consultant  is  summarized  as  follows:

A.     Monthly  cash  consulting  fee  of  $5,000.

B.     Quarterly  bonus equal to 15% of the gross revenues earned by the Company
through  its  real  estate  web  site  developed  by  the  consultant.

C.     The consultant shall be granted options to acquire 25,000 shares of stock
for  each  $500,000  in  gross revenues attributable to the real estate web site
developed  by  the  Company.

Effective  May  20,  1999 the Company entered into a marketing agreement with an
entity,  whereby the entity agreed to introduce various hotels, motels and other
lodging  businesses  to  the  Company for the purpose of placing computer access
kiosks  in their facilities.  The Company will compensate the entity 20% for all
adjusted gross usage and 10% of advertising revenue generated as a result of the
site agreements negotiated during the term of the agreement. The site owner will
also  be  paid  not More than 10% of adjusted gross revenue.  The entity will be
paid  25% of all the adjusted gross usage and 15% of the advertising revenue for
any site agreement that is signed for a duration exceeding 4 years.  The Company
granted  the entity a 60 month exclusive representation for the marketing of the
Company's  kiosk system for South Florida, define as south of Interstate 40.  In
order  to  maintain exclusivity, the entity must sign 20 new sites per month for
the  60  month  contract  period  and  must  agree  to  procure  a  minimum of 8
advertising contracts per kiosk installed.  Upon execution of the first 100 site
agreements  the  Company  will  grant  the  entity an option to purchase 100,000
shares  of  stock  at  $.45  per  share exercisable for a two year period.  Upon
execution of the first 500 site agreements the Company will grant the entity the
right  to  purchase  250,000  shares  at  $.75  per  share  for two years.  Upon
execution  of  the first 1,000 site agreements the Company will grant the entity
the  right  to  purchase  250,000  shares at $1.25 per share for two years.  The
difference,  if any, between the exercise price and ninety percent of the market
value  of  the  stock  will be recorded as additional compensation to the extent
ninety  percent  of  the  market  price exceeds the exercise price of the option
granted.  If  the  entity  installs additional ad panels on the Company's kiosks
using  a  secondary  ad  panel  furnished  by  the  Company  the  entity will be
compensated  10%  for all ad revenue up to $15,000 per year per ad panel and 90%
of  all  ad  revenues  generated  per  panel  in  excess  of  $15,000  per year.


                                      F-17
<PAGE>

          GO  ONLINE  NETWORKS  CORPORATION  AND  CONSOLIDATED  SUBSIDIARIES

                    NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
                        December  31,  1998  and  1999

(10)     Other  Events  and  Transactions,  Continued
         --------------------------------------------

Effective  May  15,  1999 the Company entered into a marketing agreement with an
entity,  whereby the entity agreed to introduce various hotels, motels and other
lodging  businesses  to  the  Company for the purpose of placing computer access
kiosks  in their facilities.  The Company will compensate the entity 20% for all
adjusted gross usage and 10% of advertising revenue generated as a result of the
site agreements negotiated during the term of the agreement. The site owner will
also  be  paid  not more than 10% of adjusted gross revenue.  The entity will be
paid  25% of all the adjusted gross usage and 15% of the advertising revenue for
any site agreement that is signed for a duration exceeding 4 years.  The Company
granted  the entity a 60 month exclusive representation for the marketing of the
Company's  kiosk  system  for Southern California, defined as Los Angeles County
and  south  of  Los  Angeles  County,  and also Arizona and Nevada.  In order to
maintain  exclusivity,  the  entity  must sign 20 new sites per month for the 60
month  contract  period  and  must  agree  to procure a minimum of 8 advertising
contracts per kiosk installed.   Upon execution of the first 100 site agreements
the  Company will grant the entity an option to purchase 100,000 shares of stock
at  $.75  per  share  exercisable  within one year.  Upon execution of the first
1,000  site  agreements  the Company will grant the entity the right to purchase
250,000  shares  at  $1.25 within one year.  The difference, if any, between the
exercise  price  and  ninety  percent  of  the market value of the stock will be
recorded  as  additional compensation to the extent ninety percent of the market
price  exceeds  the exercise price of the option granted. If the entity installs
additional  ad  panels  on  the  Company's  kiosks  using  a  secondary ad panel
furnished  by  the Company the entity will be compensated 10% for all ad revenue
up  to  $15,000  per  year per ad panel and 90% of all ad revenues generated per
panel  in excess of $15,000 per year. In addition, the Company agreed to pay the
entity  $350  for  each  4  year  site  agreement  and  $200  for all other site
agreements exceeding one year.  The Company also agreed to pay the entity $2,000
per  month in advance for marketing expenses drawn against future site agreement
fees  and  commissions  as  long  as  the entity signs not less that 10 new site
agreements  for  the  following  month.

During  August,  1999,  the  Company  entered into a marketing agreement with an
entity  whereby  the entity agreed to provide certain marketing services for the
Company.  The  entity  agreed  to  introduce  various  hotels,  motels and other
lodging  businesses  to  the  Company  and  to  assist in negotiating kiosk site
agreements  for  the  Company.  The  entity  will  be  compensated  as  follows:

A.     The  entity will receive 20% for all adjusted gross usage revenue and 10%
of  advertising  revenue generated as a result of the site agreements negotiated
for  the  duration  of  the  agreement.  The  site  agreement will provide for a
commission  to  be  paid  to the site owner of not more than 10% of the adjusted
gross  revenue.  For purposes of the contract, adjusted gross revenue is defined
as  revenue  less  cost  for  purchasing  and  installing  the  kiosk.

B.     The  entity  will  be paid 25% of all adjusted gross usage and 15% of the
advertising  revenue  for  any  site  agreement  that  is  signed for a duration
exceeding  four  years.

C.     The  entity  will  be  paid $150 for each site agreement of four years or
greater  and  $100  for  each  site  agreement  less  than  four  years.


                                      F-18
<PAGE>

          GO  ONLINE  NETWORKS  CORPORATION  AND  CONSOLIDATED  SUBSIDIARIES

                    NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
                         December  31,  1998  and  1999

(10)     Other  Events  and  Transactions,  Continued
         --------------------------------------------

D.     The  entity  was  granted  a  60  month  exclusive representation for the
marketing  of  the  kiosk  system  for  Indiana,  Michigan  and  Ohio.

E.     In order to maintain the exclusive marketing agreement, the entity agreed
to  deliver 20 signed site agreements per month for the 60 month contract period
and  agreed  to  produce  a  minimum  of  eight advertising contracts per kiosk.

F.     Upon the execution of the first 100 site agreements the company agreed to
grant to the entity an option to purchase 100,000 shares of the company's common
stock  for  the  price  of  $1.00  per  share  for  one  year.

G.     Upon the execution of the first 500 site agreements the company agreed to
grant to the entity an option to purchase 250,000 shares of the Company's common
stock  for  the  price  of  $1.25  per  share  for  one  year.

H.     If  the entity installs additional advertising panels on the kiosks using
secondary  advertising  panel  display units, the entity will be compensated 10%
for  all  advertising  revenue  up  to  $15,000  per year.  Advertising revenues
generating  more  than $15,000 per year will earn the entity 90% and 10% will be
paid  to  the  Company.

During  October,  1999, 308,333 restricted shares of common stock were issued as
consideration  for  amounts owed for legal fees totaling $73,750.  The financial
statements  include  an expense provision for the $37,000 difference between the
$.24  agreed  upon  price of the stock and ninety percent of the market value of
the  publicly  traded  stock.

Effective October 1, 1999, the Company entered into an employment agreement with
an  individual  for a three year period.  The individual will serve as Executive
Vice  President  and  Director  of  Technical  Support.

A.     The employee will receive an annual salary of $80,000 for the first year,
$90,000  for  the  second  year  and  $100,000  for  the  third  year.

B.     The employee shall also receive a cash bonus payable following the end of
each  fiscal  year  equal to one eighth of one percent of the gross sales of the
Company,  if  and  only if the Company is profitable for the corresponding year.

C.     In  addition  to the salary and bonus set forth above, the employee shall
be  granted  options  to  acquire  common  stock  of  the  Company  as  follows:

At  the  end  of the first year the employee shall be eligible to purchase up to
200,000  shares  of common stock at $.25 per share.  At the end of years two and
three  the employee shall become eligible to purchase 200,000 shares of stock at
the  average  closing  bid price on the five business days immediately preceding
the  anniversary  of  the  employment  agreement.  All  options granted shall be
exercisable  for  a  period  of  two  years  from  their  date  of  grant.


                                      F-19
<PAGE>

          GO  ONLINE  NETWORKS  CORPORATION  AND  CONSOLIDATED  SUBSIDIARIES

                  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
                       December  31,  1998  and  1999

(10)     Other  Events  and  Transactions,  Continued
         --------------------------------------------

D.     The agreement may be terminated for cause at any time.  The agreement may
be terminated by the Company or the employee with 30 days notice.  If terminated
by  the Company, the employee shall be entitled to compensation earned up to the
date  of termination plus 90 days severance pay.  If terminated by the employee,
the  employee  shall  be  entitled  to  compensation earned prior to the date of
termination.

Effective October 6, 1999, the Company entered into an employment agreement with
an  individual.  The  agreement  is  for  a  term  of one year but is subject to
termination  by  the  Company  for  cause.  The Company or the employee have the
right  to  terminate  the  agreement  after  giving  the other party thirty days
notice.  In  the  event  that the agreement is terminated by the Company without
cause, the Employee shall beentitled to compensation earned computed pro-rata up
to  the  date  of  termination.

The  employee's  compensation  during  the  term  of  the  agreement shall be as
follows:

A.     Base  salary  of  $60,000  per  year.

B.     Quarterly  bonus  of 10% of the net advertising revenues of the Go Online
kiosk's  generated  as  a  result  of  the  employee's direct efforts during the
previous  quarter.

C.     The  employee  shall  be  granted  options to acquire common stock of the
Company  as  follows:  For  his  1st  year of employment, employee is granted an
option  to  purchase  100,000  shares  at .32 per share.  In addition, for every
seventy-five  (75) kiosks shipped and installed by the division, up to a maximum
of  three  hundred  seventy-five (375) kiosks, employee shall receive options to
acquire  25,000  shares  of  Company  common stock at an exercise price equal to
seventy-five  percent (75%) of the closing bid price on the last business day of
the month in which employee became eligible hereunder.  Parties to this contract
agree  that this option starts at a level of 225 units already in existence when
employee  signed  this agreement.  The initial option expires December 31, 2000.
Subsequent options expire on the 31st of December of the next calendar year that
those  options  become  effective  in.

(11)     Subsequent  Events
         ------------------

During January, 2000, the Company issued 3,800,000 common shares for an inactive
fully  reporting  company, for the purpose of the Company to become an SEC fully
reporting  company.

On January 24, 2000, for 250,000 shares of its common stock, the Company entered
into  a  consulting  agreement with an individual with regard to the preparation
and  printing  of  certain  materials  for  the  Company.

During  January,  2000,  the Company issued 2,500,000 shares of its common stock
for  $.10  per  share.

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


                                      F-20
<PAGE>

          GO  ONLINE  NETWORKS  CORPORATION  AND  CONSOLIDATED  SUBSIDIARIES

                      NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
                             December  31,  1998  and  1999

(11)     Subsequent  Events,  Continued
         ------------------------------

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.


                                      F-21
<PAGE>