SECURITIES  AND  EXCHANGE  COMMISSION
                                     WASHINGTON,  D.C.  20549

                                         AMENDMENT NO. 2 TO

                                             FORM  10-KSB/A

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

                  FOR  THE  FISCAL  YEAR  ENDED  DECEMBER  31,  2000

[ ]     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   X  No  .
                                                        ----

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

     State issuer's revenues for its most recent fiscal year.     $1,281,781

     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.)  $5,402,790,  based  on the closing price for
the  common  stock  on  March  30,  2001.

     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, 2000,
there  were  86,260,343  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>


Item 7. Financial Statements

Item  7 of  the  Company's  Form 10-KSB for the year ended December 31, 2000 are
hereby  amended  and included herein in their entirety.


<PAGE>

                          INDEX TO FINANCIAL STATEMENTS




                         GO ONLINE NETWORKS CORPORATION
                          and CONSOLIDATED SUBSIDIARIES

                              FINANCIAL STATEMENTS

                                      with

               REPORTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


                                         PAGE

           Report of Independent Certified Public Accountants     F-2

Financial  Statements:

                              Balance Sheet     F-3

                        Statements of Operations     F- 4

          Statement of Shareholders' Equity (Deficit)     F - 5 to F - 6

                         Statement of Cash Flows     F- 7

                 Notes to Financial Statements     F- 8 to F- 16







                                       F-1

<PAGE>

                               MILLER AND MCCOLLOM
                          CERTIFIED PUBLIC ACCOUNTANTS


                         INDEPENDENT ACCOUNTANTS' REPORT

Board  of  Directors
Go  Online  Networks,  Inc.

     We  have  audited the accompanying consolidated balance sheets of Go Online
Networks,  Inc.  as  of December 31, 2000 and December 31, 1999, and the related
consolidated  statements of operations, stockholders' equity, and cash flows for
the  years  ended  December  31,  2000  and  December 31, 1999.  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  account  principles  used  and  significant  estimates  made  by
management, as well as evaluating the overall financial statement presentations.
We  believe  that  our  audits  provide  a  reasonable  basis  for  our opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  consolidated  financial  position  of  Go  Online
Networks,  Inc.  as  of  December  31,  2000  and  December  31,  1999  and  the
consolidated results of its operations, stockholders' equity, and its cash flows
for  the years ended December 31, 2000 and December 31, 1999, 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.



MILLER  AND  MCCOLLOM
Lakewood,  Colorado
March  15,  2001,  except  for  Note  15,  which  is  June  15,  2001


                                       F-2

<PAGE>
                         GO ONLINE NETWORKS CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                                  BALANCE SHEET


                         GO ONLINE NETWORKS CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                                  BALANCE SHEET

<TABLE>
<CAPTION>
<S>                                                                            <C>             <C>
ASSETS
                                                                                   December 31,
                                                                                  --------------
                                                                                   2000          1999
                                                                          --------------  ------------

Current assets
 Cash and cash items . . . . . . . . . . . . . . . . . . . . . . . . . .  $      43,332   $    25,921
 Accounts receivable, net of allowances for doubtful accounts of $1,703.         61,241             -
 Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        127,961             -
 Prepaid expenses and other current items. . . . . . . . . . . . . . . .          7,370        18,503
 Accounts receivable-Retronics, Inc. (Note 7). . . . . . . . . . . . . .              -             -

   Total current assets. . . . . . . . . . . . . . . . . . . . . . . . .        239,904        44,424

Designs and trademarks - net of accumulated amortization
 of $30,536 in 2000, and $29,164 in 1999 . . . . . . . . . . . . . . . .         19,464        20,833
Property and equipment, net of accumulated depreciation of
 $814,253 in 2000 and $96,569 in 1999. . . . . . . . . . . . . . . . . .        652,017       758,812
Other assets - deposits. . . . . . . . . . . . . . . . . . . . . . . . .         22,485         5,282
Goodwill - net of amortization of $83,393. . . . . . . . . . . . . . . .        938,047             -

   Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   1,871,917   $   829,351

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
 Accounts payable and accrued expenses . . . . . . . . . . . . . . . . .  $     788,975   $   505,399
 Notes payable and accrued interest (Note 9) . . . . . . . . . . . . . .        143,643       136,467
 Advances from and accrued expenses due to officer (Note 2). . . . . . .        388,144       492,687
 Accrued lease obligations . . . . . . . . . . . . . . . . . . . . . . .         35,794             -
 Series A Convertible Notes (Note 11). . . . . . . . . . . . . . . . . .      1,071,200             -
 Unearned revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . .              -       120,000
 Advances payable (Note 17). . . . . . . . . . . . . . . . . . . . . . .        950,000             -

   Total current liabilities . . . . . . . . . . . . . . . . . . . . . .      3,377,756     1,254,553

Convertible debentures (Note 11) . . . . . . . . . . . . . . . . . . . .        550,000       538,462

   Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .      3,927,756     1,793,015

Commitments and contingencies (Note 1, 2, 6, 7, 10 and 13)

Stockholders' equity (deficit):  (Notes 1 and 3)
 Series A Convertible Preferred Stock, $0.001 par value,
 10,000,000 shares authorized, 663,333 outstanding in
 2000 and 499,333 outstanding in 1999. . . . . . . . . . . . . . . . . .            663           499
 Series B Convertible Preferred Stock, $100 par value,
 2,000 shares authorized, 2,000 shares issued and
 outstanding at December 31, 2000. . . . . . . . . . . . . . . . . . . .        200,000             -
 Common stock $0.001 par value, 200,000,000 shares authorized,
 86,260,343 and 75,181,843 shares issued at December 31, 2000, and 1999.         86,260        75,182
 Outstanding common stock warrants (Note ) . . . . . . . . . . . . . . .         30,000             -
 Paid in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . .      9,836,554     7,771,891
 Retained earnings (deficit) . . . . . . . . . . . . . . . . . . . . . .    (12,209,316)   (8,811,236)

   Total stockholders' equity (deficit). . . . . . . . . . . . . . . . .     (2,055,839)     (963,664)

     Total liabilities and stockholders' equity (deficit). . . . . . . .  $   1,871,917   $   829,351
</TABLE>



         The accompanying notes are an integral part of these statements

                                       F-3

<PAGE>
                         GO ONLINE NETWORKS CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
<S>                                               <C>                        <C>
                                                          Year Ended December 31,
                                                         -------------------------
                                                                      2000          1999
                                                  -------------------------  ------------

Sales and other revenues
  Less:  cost of goods sold. . . . . . . . . . .  $              1,281,781   $    89,749
  Gross profit . . . . . . . . . . . . . . . . .                 1,264,698             -
                                                                    17,083        89,749
                                                  -------------------------  ------------
Expenses:
  Amortization and depreciation. . . . . . . . .                   290,781        80,660
  Rent . . . . . . . . . . . . . . . . . . . . .                   100,200        44,237
  Legal and professional fees. . . . . . . . . .                   469,994       433,564
  Contract services, salaries and payroll taxes.                 1,207,096       370,215
  Impairment of long-lived assets (Note 8) . . .                   311,493             -
  Website development. . . . . . . . . . . . . .                         -       180,000
  Provision for valuation allowance (Note 7) . .                   133,583             -
  Other. . . . . . . . . . . . . . . . . . . . .                   403,178       670,410
  Total expenses . . . . . . . . . . . . . . . .                 2,916,325     1,779,086
                                                  -------------------------  ------------

Net profit (loss) from operations. . . . . . . .                (2,899,242)   (1,689,337)

Other income and expense:
  Litigation settlement. . . . . . . . . . . . .                   (23,000)      100,000
  Interest income. . . . . . . . . . . . . . . .                         4             -
  Interest expense . . . . . . . . . . . . . . .                  (165,122)      (40,509)
  Option buyback . . . . . . . . . . . . . . . .                         -      (625,000)
  Discount on convertible notes. . . . . . . . .                         -      (188,462)
  Expense for public reporting . . . . . . . . .                  (450,000)            -
  Gain on sale of Auctionomics, Inc. . . . . . .                   139,280             -

Net (loss) . . . . . . . . . . . . . . . . . . .  $             (3,398,080)  $(2,443,308)

Net (loss) per common share. . . . . . . . . . .  $                   (.04)  $      (.03)
Weighted number of shares outstanding. . . . . .                83,621,312    70,502,913
                                                  =========================  ============
</TABLE>



         The accompanying notes are an integral part of these statements

                                       F-4

<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>



<S>                                        <C>           <C>            <C>           <C>       <C>          <C>
                                                  Series A                  Series B
                                                  Convertible               Convertible
                                                  Preferred                 Preferred
                                                  Stock                     Stock                 Common Stock
                                                  ------------              -------------         ------------
                                           Shares        Amount         Shares        Amount    Shares       Amount
                                           ------------  -------------  ------------  --------  -----------  --------

Balance at December 31, 1998. . . . . . .      638,333   $        638              -  $      -  54,450,028   $54,450
Common stock issued . . . . . . . . . . .            -              -              -         -  20,592,815    20,593
Preferred stock converted . . . . . . . .     (139,000)          (139)             -         -     139,000       139
Loss for the year ended December 31, 1999            -              -              -         -           -         -

Balance at December 31, 1999. . . . . . .      499,333            499              -         -  75,181,843    75,182

Common stock issued for the
  acquisition of Westlake Capital
  Corporation and related services. . . .            -              -              -         -   4,275,000     4,275
Shares issued for cash. . . . . . . . . .            -              -              -         -   2,500,000     2,500
Shares issued for consulting services . .      150,000            150              -         -   1,735,000     1,735
Shares issued to company officer
  in lieu of salary . . . . . . . . . . .            -              -              -         -   2,740,000     2,740
Shares issued to settle lawsuit . . . . .       30,000             30              -         -           -         -
Shares returned in connection with
  sale of Auctionomics, Inc.. . . . . . .            -              -              -         -    (937,500)     (938)
Sale of warrants. . . . . . . . . . . . .            -              -              -         -           -         -
Preferred stock converted . . . . . . . .      (16,000)           (16)             -         -      16,000        16
Shares issued for the acquisition
  of Digital West . . . . . . . . . . . .            -              -          2,000   200,000     750,000       750
Loss for the year ended December 31, 1999

Balance December 31, 2000 . . . . . . . .      663,333   $        663          2,000  $200,000  86,260,343   $86,260
</TABLE>



         The accompanying notes are an integral part of these statements

                                       F-5

<PAGE>
                         GO ONLINE NETWORKS CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>



<S>                                        <C>       <C>             <C>         <C>            <C>
                                                                                               Total
                                                 Common                                        Stockholders'
                                                 Stock               Paid-in                   Equity
                                                 Warrants            Capital         Deficit   (Deficit)
                                                 --------            --------        -------   -------------
                                           Shares    Amount
                                           --------

Balance at December 31, 1998. . . . . . .         -  $            -  $5,947,748  $ (6,367,928)  $  (365,092)
Common stock issued . . . . . . . . . . .         -               -   1,824,143             -     1,844,736
Preferred stock converted . . . . . . . .         -               -           -             -             -
Loss for the year ended December 31, 1999         -               -           -    (2,443,308)   (2,443,308)

Balance at December 31, 1999. . . . . . .         -               -   7,771,891    (8,811,236)     (963,664)

Common stock issued for the
  acquisition of Westlake Capital
  Corporation and related services. . . .         -               -     698,225             -       702,500
Shares issued for cash. . . . . . . . . .         -               -     247,500             -       250,000
Shares issued for consulting services . .         -               -     614,620             -       616,505
Shares issued to company officer
  in lieu of salary . . . . . . . . . . .         -               -     298,660             -       301,400
Shares issued to settle lawsuit . . . . .         -               -      10,470             -        10,500
Shares returned in connection with
  sale of Auctionomics, Inc.. . . . . . .         -               -         938             -             -
Sale of warrants. . . . . . . . . . . . .   750,000          30,000           -             -        30,000
Preferred stock converted . . . . . . . .         -               -           -             -             -
Shares issued for the acquisition
  of Digital West . . . . . . . . . . . .         -               -     194,250             -       395,000
Loss for the year ended December 31, 1999         -               -           -    (3,398,080)   (3,398,080)

Balance December 31, 2000 . . . . . . . .   750,000  $       30,000  $9,836,554  $(12,209,316)  $(2,055,839)
                                           ========  ==============  ==========  =============  ============
</TABLE>


         The accompanying notes are an integral part of these statements

                                       F-6

<PAGE>
                         GO ONLINE NETWORKS CORPORATION
                          AND CONSOLIDATED SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2000, AND 1999

<TABLE>
<CAPTION>
<S>                                                  <C>           <C>
                                                            2000          1999
                                                     ------------  ------------

Operating activities:
  Net loss. . . . . . . . . . . . . . . . . . . . .  $(3,398,080)  $(2,443,308)
  Adjustments to reconcile net (loss) to
  net cash provided by (used in) operations
  Depreciation and amortization . . . . . . . . . .      719,056        80,660
  Provision for doubtful accounts . . . . . . . . .        1,703             -
  (Increase) in accounts receivable . . . . . . . .      (62,944)            -
  (Increase) in inventory . . . . . . . . . . . . .     (127,961)            -
  Decrease in prepayments . . . . . . . . . . . . .       11,133             -
  Increase in accounts payable. . . . . . . . . . .      200,588       439,358
  Increase in notes payable . . . . . . . . . . . .       90,164             -
  (Decrease) in advances payable. . . . . . . . . .     (104,543)            -
  Increase in accrued lease obligation. . . . . . .       35,794             -
  (Decrease) in unearned revenue. . . . . . . . . .     (120,000)      120,000
  Increase in current portion of debentures payable      275,000             -
  Discount on debenture . . . . . . . . . . . . . .            -       188,462
  Common stock issued for expense . . . . . . . . .      916,202             -
  Option buy back . . . . . . . . . . . . . . . . .            -       625,000
  Other . . . . . . . . . . . . . . . . . . . . . .            -       346,413

Net cash (used in) operating activities . . . . . .   (1,563,888)     (643,415)

Investing activities:
  Investment in designs, trademarks and equipment .     (610,892)     (855,381)
  (Increase) in escrow account. . . . . . . . . . .            -      (265,767)
  Decrease in escrow account. . . . . . . . . . . .            -       265,767
  Investment in goodwill and other assets . . . . .     (955,250)      (50,000)

Net cash (used in) investing activities . . . . . .   (1,566,142)     (905,381)

Financing activities:
  Proceeds from loan. . . . . . . . . . . . . . . .      950,000             -
  Repayment of convertible debentures and loans . .     (538,462)            -
  Proceeds from notes and advances payable. . . . .      925,303       532,710
  Proceeds from convertible debentures. . . . . . .    1,525,000             -
  Preferred stock converted . . . . . . . . . . . .        5,600             -
  Common stock issued for cash. . . . . . . . . . .      250,000     1,039,736
  Sale of warrants. . . . . . . . . . . . . . . . .       30,000             -

Net cash provided by financing activities . . . . .    3,147,441     1,572,446

Increase in cash. . . . . . . . . . . . . . . . . .       17,411        23,650

Cash, beginning of year . . . . . . . . . . . . . .       25,921         2,271

Cash, end of year . . . . . . . . . . . . . . . . .  $    43,332   $    25,921

Non-cash financing activities:
  Conversion of preferred stock to common stock . .           16             -
</TABLE>


         The accompanying notes are an integral part of these statements

                                       F-7

<PAGE>

          GO ONLINE NETWORKS CORPORATION AND CONSOLIDATED SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE  1     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

ORGANIZATION  AND  PRINCIPLES  OF  CONSOLIDATION

The  consolidated  financial  statements  of Go Online Networks Corporation (the
"Company")  (formerly  Jones  Naughton  Entertainment,  Inc.)  and  consolidated
subsidiaries  include  the  accounts  of  Go  Online  Networks  Corporation,
incorporated  in  Colorado  on  October 20, 1987, and reincorporated in Delaware
effective  September 14, 1999, and its subsidiaries AMS Acquisition Corp. (AMS),
incorporated  in  Nevada  on  June  2,  1998;  and Digital West Marketing, Inc.,
(Digital)  which  was  acquired  by the Company on August 31, 2000 (See Note 2).
The  Company's investment in Auctionomics, Inc. that was incorporated on June 8,
1999,  was  sold  during  May  2000.  AMS  and  Auctionomics  were  75%  owned
subsidiaries  of  Go Online Networks Corporation.  Jones Naughton Entertainment,
Inc.  changed  its  name to Go Online Networks Corporation on September 8, 1999.
The  Company  is  in  the  information  technology business and the computer and
related  product  refurbishing businesses.  All inter-company accounts have been
eliminated  in  the  consolidation.  The Company has selected December 31 as its
year  end.

By  agreement  on  January  20, 2000, the Company issued common stock to acquire
Westlake  Capital  Corp.  (Westlake) for the purpose of facilitating the Company
becoming  a  reporting  company with the Securities and Exchange Commission.  No
assets  were  acquired  as part of the transaction.  The acquisition of Westlake
was  accounted  for  as  a  purchase  and  as  a  "reverse  acquisition."

USE  OF  ESTIMATES  IN  THE  PREPARATION  OF  FINANCIAL  STATEMENTS

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

BASIS  OF  PRESENTATION  -  GOING  CONCERN

The  accompanying  financial  statements  have  been prepared in conformity with
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 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, 2000 AND 1999

NOTE  1     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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

EQUIPMENT

The  Company  carries  its  investment  in  equipment, principally consisting of
office  equipment,  computer  access kiosks installed at customer locations, and
computer  refurbishing  equipment,  at  cost  net  of  accumulated depreciation.
Depreciation  is  provided over a period of five to ten years on a straight-line
basis.  See Note 7-  for an explanation of an impairment in connection with long
lived  assets.

GEOGRAPHIC  AREA  OF  OPERATIONS

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

INTANGIBLE  ASSETS

Intangible  assets  consisting  of designs and trademarks are reviewed, at least
quarterly,  to  determine if there is any impairment in its carrying values.  As
of  December  31,  2000, the Company believes that there is no impairment in the
value  of  its  intangible  assets.

STOCK  ISSUED  FOR  SERVICES  AND  STOCK  OPTIONS  GRANTED  FOR  SERVICES

The  Company  has  issued stock and granted stock options to certain individuals
and  companies for services.  The market value of the shares issued 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 greater than equal to
market.

UNEARNED  INCOME

The Company had unearned income as of December 31, 1999 of $120,000 which became
fully  earned  during  the  year  ending  December  31,  2000.

INCOME  TAXES

The  Company,  as  of  December  31,  2000, had approximately $10,750,000 of net
operating  loss  carryovers  that  expire  in  years  through 2020.  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, 2000, the Company had
deferred  tax  assets  of  approximately $3,225,000 related to the net operating
loss  carryovers.  A  valuation allowance has been provided for the total amount
since  the  amounts,  if any, of future revenues necessary to be able to utilize
the  carryovers,  are  uncertain.

                                       F-9

<PAGE>

          GO ONLINE NETWORKS CORPORATION AND CONSOLIDATED SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE  1     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

PREFERRED  STOCK

The  Company  has  outstanding 833,333 shares of Series A Preferred Stock.  Each
share  of Series A Preferred Stock is convertible into one share of Common Stock
at  the  option  of the holder.  The Series A Preferred Stock votes on equal per
share  basis  with  the  Common  Stock,  and  is  eligible to receive equivalent
dividends  to  the shares of Common Stock.  In the event of a liquidation of the
Company, the Series A Preferred Stock has a liquidation preference of the number
of  shares  plus  8%  from  the  time  of  issuance.

The  Company  has  outstanding  20,000  shares of Series B $100 Principal Amount
Preferred  Stock.       Upon  the event that Digital reports positive net income
for  one  calendar  quarter,  the  Series  B shareholder will become entitled to
receive  dividends  on  the  same  per  share  basis as holders of Common Stock,
have  all  voting  rights and liquidation rights as a share of Common Stock, and
the  right  to  convert  to  Common Stock at a conversion price determined by an
average  closing  price  of  the  Common Stock for a period preceding conversion
date.

GOODWILL

The  Company  recorded  goodwill  in connection with the acquisition of Digital.
See  Note  6.

NOTE  2  -  ADVANCES  AND  ACCRUED  EXPENSES  -  RELATED  PARTY

The Company's chief executive officer has loaned various amounts to the Company,
and  the  officer has unpaid compensation due him.  The balances, as of December
31,  1999, were $240,202 representing loans and $252,485 of unpaid compensation.
The  amounts,  as  of  December  31, 2000, were $307,144 in loans and $48,000 in
unpaid  compensation.

On June 26, 2000, the Company issued 2,740,000 shares of its common stock valued
at  approximately  $.11  per share totaling $301,485 that represented his unpaid
compensation  through  June  30,  2000.

As  described  in  Note  12,  the Company received cash in connection with loans
payable amounting to $250,000.  The loans were guaranteed by the Company's chief
executive  officer  pledging 1,500,000 shares of the Company's common stock that
was  given  up  by  the  officer  under  a  voluntary  foreclosure.

NOTE  3  -  ISSUANCE  OF  COMMON  STOCK

For  the  year ending December 31, 1999, the Company issued 20,731,815 shares of
its common stock, including 139,000 shares resulting from a conversion of Series
A  Convertible  Preferred  Stock.

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

                                      F-10

<PAGE>

          GO ONLINE NETWORKS CORPORATION AND CONSOLIDATED SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE  3  -  ISSUANCE  OF  COMMON  STOCK  (CONTINUED)

Additional  shares  were  issued  during  the  year  ending  December  31, 2000,
including  2,500,000 shares sold for cash, 1,735,000 shares issued for legal and
consulting  services,  2,740,000  shares  were  issued  to  the  Company's chief
executive  officer  as  described  in  Note  2,  16,000  shares  were  issued by
conversion  of  16,000  shares  of  the Company's Series A Convertible Preferred
Stock  and 750,000 shares were issued in the acquisition of Digital described in
Note  6.  The  Company  had 937,500 shares of its common stock returned to it in
connection  with  the sale of its interest in Auctionomics, Inc. as described in
Note  12.

NOTE  4  -  ISSUANCE  OF  SERIES  A  PREFERRED  STOCK

During  the  year  the  Company  issued 150,000 shares of its Series A Preferred
Stock  to  a  group  of individuals for consulting services.  The Company issued
30,000  shares  of  its  stock in connection with a settlement of an outstanding
lawsuit  as  described  in  Note  5.

NOTE  5  -  SETTLEMENT  OF  LAWSUIT

The  Company  entered  into a settlement agreement on an outstanding lawsuit for
which  it  agreed  to pay a sum of $12,500 in cash and issued 30,000 of Series A
Preferred  Stock  described  in  Note  4.

NOTE  6  -  ACQUISITION  OF  DIGITAL  WEST  MARKETING,  INC.

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

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

Inventory                                   $  155,578
Prepaid  expenses                               15,435
Deposits                                        33,493
Office  furniture                               58,775
Office  equipment                               34,177
Computer  equipment                             55,699
Lab  furniture  &  fixtures                      6.903
Warehouse  equipment                             26,19


                                      F-11

<PAGE>

          GO ONLINE NETWORKS CORPORATION AND CONSOLIDATED SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

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

Machinery  &  equipment                         15,441
Lab  equipment                                 256,294
Accumulated  depreciation                    (200,088)
Miscellaneous                                    1,044
Goodwill                                     1.021,440
                                           -----------

          Total                             $1.480,385

Less:     Expenses  assumed                   (20,000)
          Lease  obligations  assumed         (43,846)
          Accounts  payable  assumed          (10,961)
                                        --------------

     Total  acquisitions                     (156,539)

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

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

The  Company recorded goodwill in the acquisition of Digital of $1.021,440 which
is  being  amortized  over  five  years.

NOTE  7  -  ACCOUNTS  RECEIVABLE  -  RETRONICS,  INC.

The  Company's  subsidiary,  Digital,  has made sales to a company controlled by
Digital's President, which comprises a conflict of interest.  Sales to Retronics
of $288,632 represent approximately 36% of Digital's total sales of $798,596.  A
considerable  amount  of those sales were made at a price less than that charged
to  other customers.   In addition, Retronics, Inc. owes the Company for amounts
paid  that  were properly charged to Retronics, Inc.  The accompanying financial
statements  include  a  provision  for evaluation reserve for the entire account
receivable  of  $133,583.

NOTE  8  -  IMPAIRMENT  OF  LONG-LIVED  ASSETS

In  accordance  with  SFAS  121,  the  Company  has made an assessment that its'
investments  in  internet  kiosk  machines has been impaired.  Consequently, the
Company  has  reduced  its  value  as  of  December 31, 2000 to an estimated net
realizable  value.  A  total  of $311,493 has been included as an expense in the
accompanying  statement  of  operation  for  the  year ending December 31, 2000.



                                      F-12

<PAGE>

          GO ONLINE NETWORKS CORPORATION AND CONSOLIDATED SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE  9  -  NOTES  PAYABLE  AND  ACCRUED  INTEREST

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

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

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

The notes are in default and the entire amount of the notes and accrued interest
are  shown  in  the  accompanying  financial  statements as a current liability.

NOTE  11  -  CONVERTIBLE  NOTES  PAYABLE

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

NOTE  12  -  SALE  OF  AUCTIONOMICS,  INC.

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

NOTE  13  -  STOCK  OPTIONS

The  following  is  a  schedule  of  the Company's stock options showing options
issued,  expired,  and  outstanding:

                                      F-13

<PAGE>

          GO ONLINE NETWORKS CORPORATION AND CONSOLIDATED SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE  13  -  STOCK  OPTIONS  (CONTINUED)

<TABLE>
<CAPTION>



<S>                            <C>                <C>            <C>
DATE OF GRANT . . . . . . . .  NUMBER OF SHARES   OPTION PRICE   EXPIRATION DATE
-----------------------------  -----------------  -------------  -----------------------------
Balance outstanding
   December 31, 1998. . . . .         2,100,000   $  .08 - $.25  Average option price of $.18
                               -----------------  -------------
May 3, 1998 . . . . . . . . .          (500,000)            .07  Exercised Feb. 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  Expired August 8, 2000
September 15, 1999. . . . . .         1,000,000             .50  December 31, 2000
May 3, 1998 . . . . . . . . .          (500,000)           .175  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, 1998 . . . . . . . .          (100,000)            .25  Expired November 1, 1999
                               -----------------  -------------

Balance outstanding,
    December 31, 1999                 2,350,000  $   .20 - $.50  Average Option Price of .27
August 9, 1999. . . . . . . .          (200,000)            .32  Expired December 8, 2000
September 15, 1999. . . . . .        (1,000,000)            .50  Expired December 31, 2000
                               -----------------  -------------

Balance outstanding,
    December 31, 2000                 1,150,000  $    .20 - .25  Average Option Price $.21
                                      =============  ==========
</TABLE>


In addition to the options included above, the Company has issued options in the
acquisition  of  Digital described in Note 6 and issued the following options to
acquire  restricted  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  $3.50  per share for thirty consecutive trading days.  Such shares cannot be
traded  for  a  period  of  sixty  days  after  the  exercise  of  this  option.


                                      F-14

<PAGE>

          GO ONLINE NETWORKS CORPORATION AND CONSOLIDATED SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE  14  -  SEGMENT  REPORTING

Commencing  in  2000,  the  Company  has  two  reportable  segments:  computer
refurbishing  and  services  and  computer  internet  activities.  The  computer
refurbishing  and  services  segment  commenced  on  September
1,  2000,  resulting  from  the acquisition of Digital.  The segments accounting
policies  are  the  same  as  those  described  in  the  summary  of significant
accounting  policies  except  that  interest  expense  is  not  allocated to the
individual  operating  segments  when  determining  segment profit or loss.  The
Company  evaluates  performance based upon profit or loss from operations before
interest  and  does  not  include  other non- recurring gains and expenses.  The
Company  does  not  have  any  inter-segment  sales.  The  following  represents
significant  items  of  segment  information:

             Computer  refurbishing        Internet           All
                    and  services          activities       others      Total
                    -------------          ----------       ------      -----

Revenue                  $483,186           $798,596            -    $1,281,782
Amortization
     and  depreciation    185,966            104,815            -       290,781
Impairment  of
     long-lived  assets   311,493                  -            -       311,493
Segment  (loss)        (2,095,711)          (492,038)    (810,331)   (3,398,080)
Segment  assets                              482,863    1,389,054     1,871,917


NOTE  15  -  RECENT  ACCOUNTING  PRONOUNCEMENTS

In  June  of  1999,  the  FASB  issued Statement of Accounting Standards No. 133
("SFAS  133"),  "Accounting  for Derivative Instruments and Hedging Activities."
SFAS  133  establishes  accounting  and  reporting  standards  for  derivative
instruments,  including  certain  derivative  instruments  embedded  in  other
contracts,  and for hedging activities.  It requires that an entity recognize as
derivatives as either assets or liabilities on the balance sheet at their value.
This  statement,  as  amended by SFAS 137, is effective for financial statements
for  all fiscal quarters to all fiscal years beginning after June 15, 2000.  The
Company  does not expect the adoption of this standard to have a material impact
on  its  results of operations, financial position or cash flows, as the Company
currently  does  not  engage  in  any  derivative  or  hedging  activities.

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





                                      F-15

<PAGE>

          GO ONLINE NETWORKS CORPORATION AND CONSOLIDATED SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE  16  -  LEASE  OBLIGATIONS

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


NOTE  16  -  LEASING  OBLIGATIONS  (CONTINUED)

2001     $129,612
2002      121,612
2003      110,412
2004        8,075

NOTE  17  -  SUBSEQUENT  EVENTS

On January 10, 2000, the Company issued 4,280,000 shares of its common stock for
services.  An  additional  1,100,000  shares  of stock were issued in connection
with  new  consulting  and  marketing  contracts.

Arrangements  have  been  made  to  reduce the online network activities of AMS.











                                      F-16

<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:  July 13, 2001                    Go  Online  Networks  Corporation


                                            /s/  Joseph  M.  Naughton

                                            Joseph  M. Naughton, Chief Executive
                                              Officer  and  Director

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Report has  been  signed  by  the  following  persons  in  the  capacities  and
on  the  dates  indicated.


   /s/   Joseph  M.  Naughton      Chief  Executive  Officer  and Director
-----------------------------      (principal financial and accounting officer)
Joseph  M.  Naughton



   /s/   Scott  Claverie           Director; President of AMS Acquisition Corp.
------------------------
Scott  Claverie



   /s/   James  Cannon             Director;  Secretary
--------------------
James  Cannon



<PAGE>