SECURITIES  AND  EXCHANGE  COMMISSION
                                     WASHINGTON,  D.C.  20549

                                         AMENDMENT NO. 1 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 is
hereby  amended  to  revise  NOTE  15  to  the  Notes to the Company's Financial
Statements  for  the  year  ended  December  31, 2000 to correct a typographical
Error included in that note:

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 ass
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.  SAB 101
is  effective  as  of the third quarter of fiscal year ending December 31, 2000.
Management  believes  the adoption of this bulletin will have no material impact
on  the  Company's  financial  statements.


<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:  June 5, 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>


                   [MILLER AND MCCOLLOM LETTERHEAD]


June 5, 2001


Securities and Exchange Commission
450 West Fifth Street, N.W.
Washington, D.C.  20549

Gentlemen:

We  hereby  consent  to  the  inclusion  of  our Report of Independent Certified
Public Accountants  for  Go Online Networks Corporation Form 10-KSB, dated March
15, 2001 as of December 31, 1999 and 2000 and the years then ended.


/s/  Miller and McCollom

MILLER AND MCCOLOM