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

                                   FORM 10-KSB

     (Mark  One)

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

     For  the  fiscal  year  ended  December  31,  2003

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

     For  the  transition  period  from  _________  to  _________

     Commission  File  No.  0-23845

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

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


          9800 Eton Avenue
         Chatsworth,  California             91311
(Address of principal executive offices)   (Zip Code)

     REGISTRANT'S  TELEPHONE  NUMBER,  INCLUDING  AREA  CODE    (818)  718-7500

     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.  $7,099,110.

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

     $2,284,616 based  on  the  closing price for the common stock on April 13,
2004.



<PAGE>

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

As  of  December  31,  2003,  there were 199,710,394 shares of common stock, par
value  $0.001,  issued  and  outstanding.

                     DOCUMENTS  INCORPORATED  BY  REFERENCE

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

None.

     Transitional  Small  Business  Disclosure  Format  (check  one):

     Yes  No   X

<PAGE>
                         GO ONLINE NETWORKS CORPORATION

                                TABLE OF CONTENTS


                                     PART I

Item  1          Description  of  Business.

Item  2          Description  of  Property.

Item  3          Legal  Proceedings.

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

                                     PART II

Item  5          Market  for  Common  Equity  and  Related  Stockholder Matters.

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

Item  7          Financial  Statements.

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

                                    PART III

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

Item  10         Executive  Compensation.

Item 11          Security Ownership of Certain Beneficial Owners and Management.

Item  12         Certain  Relationships  and  Related  Transactions.

Item  13         Exhibits  and  Reports  on  Form  8-K.

<PAGE>
                                     PART I

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

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


<PAGE>

ITEM  1  -  DESCRIPTION  OF  BUSINESS

NATURE  OF  BUSINESS

     Go  Online  Networks  is  a  technology  holding  company based in Southern
California.  In 2001,  Go  Online  divested  all of its internet holdings and is
focusing  its  entire  corporate  resources  on developing its computer services
division  Digital  West  Marketing.

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

     Digital  West's  business  has  primarily  been  focused  on  acquiring,
refurbishing  and  reselling  these products with approximately 12,500 items
being  refurbished  and  $4,914,216  in revenues from the sale of those products
during  the  fiscal  year ended December 31, 2003 and approximately 34,620 items
refurbished  and  $12,346,558  in revenues for those refurbished products during
the  fiscal  year  ended  December  31,  2002.  In  addition, during fiscal year
2003, Digital West sold approximately 45,400 refurbished  or new printers for an
additional $1,673,345 in volume.

     Digital West believes  this  market segment will decline as a direct result
of  continuing  bottom  line pressure on both major manufacturers and retailers.
Manufacturers  are  under  continuing pressure  not to  accept returned products
from  their  customers  whether  they  be  specialty  electronic  chain  stores,
e-tailers,  major  box  stores  or  catalogue  operators.   All  major retailers
throughout  the  entire  industry have dramatically reduced their asset recovery
goods by revamping their liberal return policies for computers.  Major retailers
such  as Best Buy not only have reduced the time element by which a consumer may
return  a  computer,  they  now  even charge the customer a restocking fee for a
refund.   This  industry  wide  change in policy has dramatically impacted goods
available for refurbishing and resale.  The Company has reduced its overhead and
cost  of  operations  to  respond  to  these  negative factors.

     Digital West's principal offices and mailing address are 9800 Eton  Avenue,
Chatsworth,  CA 91311, and its telephone number is (818) 718-7500.  Digital West
was  incorporated  in  California  in  January,  1996.

Operations

     Digital  West  conducts  its  refurbishing,  marketing  and resale business
principally  from  its  4,500  square  foot  distribution center at its facility
located  in  Chatsworth,  CA.  In  order at accommodate the immediate demands to
achieve  the  highest  levels  of customer satisfaction for its clients, Digital
West  has  established  an  automated  and  integrated  order  processing  and
distribution  system which allows Digital West to provide efficient and accurate
delivery  of  products  on  a  timely  basis  to meet their customers needs. All
products  for  resale  are bar coded and tracked throughout the facility through
Digital  West's  computer  network.  Goods are received and processed on a daily
basis. The Company also purchases finished refurbished products on occasion from
selected  vendors.  Finished products ready for resale are added to our computer
system  daily  and  are  entered  into  our  system on a real time basis for our
customers  to  review  and  purchase.

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

<PAGE>

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

     Because  many  of Digital West's customers are familiar with and have ready
access to the Internet, Digital West has expanded its Internet customer services
functions  to  end-users.

Services

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

     During fiscal year 2003 Digital West's major customer revamped its customer
return  policy  dramatically  reducing  its  ongoing  need  for  Digital  West's
assistance  in  their  Asset  Recovery program.  In anticipation of this change,
Digital  West  both  reduced  its  overhead  to  offset  this  business loss and
refocused  its  business  plan  to  create  new  significant  opportunities.

     In  the  second and third quarter of 2003 Digital West began purchasing and
reselling  finished  refurbished  goods  such  as  ink jet printers and national
recognized  computer  products.  In the fourth quarter Digital West expanded its
refurbishing program to include electric scooters manufactured by Go Motorboards
of  Camarillo,  California.

     Digital  West  launched an internet sales website featuring a full array of
wireless  fidelity  products.  The  new  website  is  www.wifibuynow.com.  The
products  offered on the Company's website are also offered through Amazon.com's
marketplace.  Digital  West  makes use of the nation's leading virtual warehouse
to  support  its  marketing effort for products from leading wifi makers such as
Linksys,  Cisco,  D-Link,  Netopia,  Creative  Labs  and  Logitech.

Management  Information  Systems

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

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

Customers  and  Suppliers

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

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

<PAGE>

COMPETITION

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

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

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

SALES  AND  MARKETING

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

OUR  BACKGROUND

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

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

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

<PAGE>

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

     AMS  Acquisition Corp. was formed in Nevada on June 29, 1998. Management of
that  corporation  received  a  repurchase  option  to  acquire  back 26% of the
outstanding  shares  from us.  We subsequently purchased this repurchase option.
We  issued  to  Scott  Claverie 1,250,000 shares of our common stock, along with
cash  consideration.

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

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

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

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

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

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

     Our  management negotiated in arms-length discussions with the shareholders
of Westlake to complete the acquisition.  In evaluating Go Online as a candidate
for  the proposed acquisition, Westlake's shareholders used criteria such as the
value  of  the  assets of Go Online, its present stock price as set forth on the

<PAGE>

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

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

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

     On  September  26,  2000,  we  entered  into  An  Agreement  and  Plan  of
Reorganization  with  NetStrat,  Inc.,  an inactive corporation with unused cash
assets  of  $700,000.  Also  on September 26, 2000, we entered into An Agreement
and  Plan  of  Reorganization  with  Amer  Software,  Inc.,  another  inactive
corporation  with  unused  cash  assets  of  $250,000.  In  accordance  with the
agreements,  we  agreed to issue and register shares of our common stock for the
shareholders  of Amer and NetStrat.  In accordance with that agreement, we filed
an  S-4 registration statement and sought to complete the transaction.  The cash
assets  were  advanced from NetStrat and Amer to the Company.  In December 2001,
we  determined  that  completion  of the acquisitions was no longer feasible and
terminated  the  agreements.  The  cash remained as an advance from NetStrat and
Amer  until  March  2003  and  is reflected as advances payable on our financial
statements.  In  March  2003, these advances were converted to notes payable and
we  issued  10,000,000  shares  of  common  stock  in  lieu of interest on these
advances.

    During December 2001, the Company sold its kiosk business and related assets
to  ICOA, Inc. ("ICOA"). Consideration received included a warrant in the amount
of  $100,000  allowing  the  Company to convert the $100,000 warrant into common
stock  of  the  entity that acquired the kiosk business and assets.  The warrant
was convertible into the number of shares of common stock of the entity based on
exchanging  the  $100,000  for  common shares at 75% of market value at any time
after  December  18,  2001.  The  Company  recorded  the value of the warrant at
$133,333.  In  addition  to  receiving the warrant, the Company loaned the buyer
$100,000  and  included  a  financing charge of $50,000 for a total of $150,000.
The  loan  was a convertible note, convertible to common stock on the same basis
as  the  warrant  listed  above,  bore interest at 8% and matured June 30, 2002.
Because  of  the  financial condition of the buyer, the Company had impaired the
value  of  the  warrants  in  their  entirety  and  provided  an  allowance  for
collectability  of  the  note  for  $100,000  in  2001.  The  remaining  $50,000
financing charge offset the deferred financing costs incurred in connection with
the  acquisition  of  the  funds  used  to  make  the  loan.

     On  November  20,  2003, the Company settled ongoing litigation it had with
ICOA.  In the settlement with ICOA, the Company was entitled to 3 million shares
of  ICOA stock and a note receivable in the amount $20,000, which bears interest
at 6% and was due and payable in 90 days, but had an extension of 90 days during
which  interest is 12%.  Thereafter, the note bears interest at the default rate
of 18% until paid.  The 3 million were issued as follows: (1) one million shares
were  issued  to  the  Company's  legal  counsel  who  applied 500,000 shares as
consideration  for  accrued  legal  services  in the amount of $39,780 (proceeds
received  from sale).  Since the fair value of the 500,000 shares was $35,000 at
the  date  of settlement, the Company realized a $4,780 gain.  The attorney then
sold  the  other 500,000 shares subsequent to year-end and remitted the proceeds
of $43,462 to the Company, which will realize a gain of $8,462 in 2004.  (2) One
million shares were issued to the Company's chief executive officer who accepted
the  shares  as  partial payment for advances and accrued expenses due to him in
the  amount  of  $90,000.  Since the fair value of the shares was $70,000 at the
date  of settlement, the Company realized a $20,000 gain.  (3) The remaining one
million  shares  were  issued  in the Company's name and were sold subsequent to
year-end.  In  addition, the Company also received a warrant to purchase  up  to
2 million shares of ICOA stock with a strike price of $.045 per share.

<PAGE>

RESEARCH  AND  DEVELOPMENT

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

EMPLOYEES

     As  of  December  31,  2003,  Go Online had two full-time employees. All of
these  employees  work  in  our administrative offices. None of our employees is
covered  by  any  collective bargaining agreement. We believe that our relations
with  our  employees  are  good.

     Also  as of December 31, 2003, the Digital West subsidiary of Go Online had
seven full time  employees.  Of these  employees,  three work  in Digital West's
administrative  division,  one in customer service,  one in  technical  support,
and two in  Digital  West's warehouse facility. 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  within  the  Digital West
facility  which  operates  out  of a 4,500  square foot facility located at 9800
Eton  Avenue,  Chatsworth,  California  91311. The faciliity is leased under a
month  to  month  lease  at  $4,500  per  month  (plus  other costs) with Prefix
Technologies.

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


ITEM  3  -  LEGAL  PROCEEDINGS

     In  February  2003, James Schwartz and Joyce Schwartz as Trustees of the
Schwartz Family Trust ("Schwartz") filed an action against Go Online Networks
Corporation,  Digital  West  and Digital West's former president Andrew Hart for
Fraudulent  Conveyance  of  Property and Setting Aside a Transfer of Assets.  As
against  Go  Online  and  Digital  West  the  action seeks an order (i) that the
agreement  by  which  Go Online purchased Digital West's stock be declared void,
(ii) that the transfer of Schwartz' purported 49% interest in Digital West to Go
Online  be  declared  void and (iii) that the releases of $881,000 in promissory
notes  from  Digital  West  to  Schwartz  which  were  part of the stock sale be
declared  void.  The action is based on allegations that Hart (who was Schwartz'
son-in-law  at  the  time)  forged  Schwartz'  signature  on  the Stock Purchase
agreement  and that Go Online knew or should have known about the forgery.  Hart
denies  any  forgery.  This  matter  is  presently  in the discovery stage.  The
Company believes that this matter will not result in any liability or obligation
of  the  Company and that the most likely outcome is potential liability of Hart
to the Company and/or Schwartz.  The Company is vigorously prosecuting a counter
claim  against  Hart  and  defending  any claims by Schwartz.  The trial in this
matter  was  set  for  March 29, 2004, but the date was recently vacated and the
case  stayed  because  Hart filed Chapter 7 Bankruptcy.  A hearing is set in May
2004  to  determine  whether the case should be set for trial.  In addition, the
Company  received  from Schwartz' counsel a written demand that Digital West pay
$881,000,  which  Schwartz contends is due under a later consolidated promissory
note  from  Digital  West.   The  Company  was  not  previously  aware  of  this
consolidated  note.   However,  based on the records of Digital West, it appears
that Schwartz may already have been paid on this note.

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

None during the fiscal year ended December 31, 2004.

     On  April  2, 2004, the Company held its annual meeting of shareholders and
approved  an  amendment  to  the  Company's Articles of Incorporation increasing
the  authorized  capital  stock  of  the  Company  from  200,000,000  shares  to
850,000,000  shares.   The  Company  also  reelected  directors and ratified the
engagement of Weinberg & Company as the Company's auditors.

<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

     2003     First  quarter                              .022    .0071
              Second  quarter                             .03     .012
              Third  quarter                              .019    .012
              Fourth  quarter                             .033    .011

     2002     First  quarter                              .03     .04
              Second  quarter                             .04     .02
              Third  quarter                              .02     .01
              Fourth  quarter                             .02     .01

     The  number  of  beneficial holders of record of our common stock as of the
close  of  business  on  December 31, 2003 was approximately 11,500. Many of the
shares  of  Go  Online's common stock are held in "street name" and consequently
reflect  numerous  additional  beneficial  owners.

Dividend  Policy

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


Recent  Sales  of  Unregistered  Securities

     On January 9, 2002, we issued 466,896 shares of our common stock to holders
of  our  Series A Convertible Debentures representing a total payment of $30,000
on  the  principal  and  accrued  interest  of the Debentures. The sale of these
shares  of  common  stock  was  completed  in  privately negotiated transactions
without  any  public offering or solicitation in accordance with Section 4(2) of
the  Securities  Act  of  1933,  as  amended.

     On February 6, 2002, we issued 1,510,476 shares of our common stock to Mick
Schumacher  for  accounting  services  and salary debt relief valued at $.03 per
share.  On  February  6,  2002,  we issued 750,000 shares of our common stock to
Cutler  Law  Group  for  legal services valued at $.03 per share. Also effective
December  31,  2001  we  issued  1,000,000  shares  to  Gary  Stein for past due
commissions  in  connection  with  the sale of goods to Costco Wholesale Company
valued  at  $30,000.  Finally also effective December 31, 2001 we issued 160,000
shares  to  Vic  Covarubbias  for bookkeeping services valued at $.03 per share.
These shares were registered for resale in a Registration Statement on Form S-8.

     On  February  20,  2002,  we issued 1,481,480 shares of our common stock to
holders  of  our Series A Convertible Debentures representing a total payment of
$66,667  on  the  principal  and accrued interest of the Debentures. The sale of
these  shares of common stock was completed in privately negotiated transactions
without  any  public offering or solicitation in accordance with Section 4(2) of
the  Securities  Act  of  1933,  as  amended.

     During  February  2002,  we  entered  into a one year contract with PMR and
Associates,  an  organization  with  which  we had prior business experience, to
provide  investor  relations  services,  including  assisting us in drafting and
disseminating  press  releases  through  appropriate  wire services; maintaining
broadcast  fax lists and mailing list for new press releases through appropriate
wire services; answer shareholders inquiries; organize and attend any conference
or industry forums on our behalf.  We agreed to issue to PMR 2,500,000 shares of
a  Series  A  preferred  stock  valued  at  $75,000,  as  compensation for these
services.  The  Series  A  preferred  stock  was  issued  March  1,  2002.

     On  February 29, 2002, the maturity date of $705,882.35 principal amount of
Series  2000-A  Eight  Percent Convertible Debentures was extended to January 1,
2003.  In  consideration  for the extension, we issued warrants for the purchase
of  (i)  1,000,000  shares  of  our stock at $0.05 per share; and (ii) 1,000,000
shares  of  our  stock  at  $.002  per share.  Each warrant is exercisable until
February  27,  2007.  The  sale of these shares of common stock was completed in
privately negotiated transactions without any public offering or solicitation in
accordance  with  Section  4(2)  of  the  Securities  Act  of  1933, as amended.

     On March 1, 2002, we issued a total of 565,000 shares of Series A Preferred
stock  to  four  employees for bonuses in connection with their employment.  The
sale  of  these  shares  of  common  stock was completed in privately negotiated
transactions  without  any  public  offering  or solicitation in accordance with
Section  4(2)  of  the  Securities  Act  of  1933,  as  amended.

<PAGE>

     During  the  three months ended June 30, 2002, the Company issued 3,875,400
shares  of  its common stock to holders of its Convertible Debentures.  The sale
of  these  shares  of  common  stock  was  completed  in  privately  negotiated
transactions  without  any  public  offering  or solicitation in accordance with
Section  4(2)  of  the  Securities  Act  of  1933,  as  amended.

     During  the  three  months  ended  September  30,  2002, the Company issued
5,664,048  shares  of its common stock to holders of its Convertible Debentures.
The  sale  of these shares of common stock was completed in privately negotiated
transactions  without  any  public  offering  or solicitation in accordance with
Section  4(2)  of  the  Securities  Act  of  1933,  as  amended.

     On  August  28,  2002,  we  issued  2,400,000 shares of our common stock to
Joseph  Naughton in consideration of past due salary valued at $48,000.  Also on
August  28,  2002  we  issued 1,500,000 shares of our common stock to Cutler Law
Group  for  legal services valued at $30,000.  Also on August 28, 2002 we issued
2,000,000  shares  to Gary Stein for past due commissions in connection with the
sale  of  goods  to Costco Wholesale Company valued at $40,000.  Finally also on
August  28,  2002  we  issued  600,000  shares to Jim Cannon for past due salary
valued  at  $12,000.  These  shares were registered for resale in a Registration
Statement  on  Form  S-8.

     During  the  three  months  ended  December  31,  2002,  the Company issued
15,705,466  shares of its common stock to holders of its Convertible Debentures.
The  sale  of these shares of common stock was completed in privately negotiated
transactions  without  any  public  offering  or solicitation in accordance with
Section  4(2)  of  the  Securities  Act  of  1933,  as  amended.

During  the  three  months  ended  March  31, 2003, the Company issued 5,000,000
shares  of  its common stock, reflecting payment of $50,000 towards penalties on
its convertible  debt.

On  March  12,  2003,  the Company's Board of Directors approved the issuance of
14,850,000  shares  of common stock to certain employees and consultants in lieu
of  compensation,  services  and  accrued  liabilities.  The value of the shares
issued  for  compensation  and  consulting  services totaled $148,500, which was
computed  based  on  the  closing market prices of the common stock on the grant
date.  On  April  1,  2003,  the  Company  issued  the  14,850,000  shares.  Of
those  shares,  2,500,000 were later cancelled by the Company in connection with
a consultant that did not provide the level of services referenced.

On  March  25,  2003,  the  Company issued 10,000,000 shares of common stock for
payment  of  accrued  interest  and  principal  on  notes  payable to MultiAsian
Investments, Inc. and SolInvest, Inc. at a price of $.02 per share.

On  April  4,  2003,  the  Company  issued 23,617,157 shares of common stock for
payment  of  outstanding  principal  and  accrued  interest  on  its convertible
debentures.  The  common  stock  issued  was  to relieve $340,859 of outstanding
principal  and  accrued interest.  In connection with these share issuances, the
Company  also  recorded  additional  loan  fees of $134,341 included in interest
expense  in  the accompanying condensed consolidated statement of operations for
the three and six months ended June 30, 2003.  Conversion prices were based upon
the  terms  stated  in  the  convertible  debenture  agreements.

On  April  7,  2003,  a  holder  of Series A Preferred Stock converted 2,500,000
shares  into  the  Company's  common  stock  on  a  one-for-one  basis.

On  April  10,  2003,  the  Company  issued 5,000,000 shares of common stock for
payment  of  late fees and other charges relating to the convertible debentures.
The  value  of  the  late fees and other charges totaled approximately $115,000,
which was computed based on the closing market prices of the common stock on the
applicable  payment  date.

On May 10, 2003, the Company issued 1,300,000 shares of common stock for payment
of  accrued interest on its convertible debentures.  The common stock issued was
to  relieve  $8,439  of accrued interest.  Conversion prices were based upon the
terms  stated  in  the  convertible  debenture  agreements.

On  August  2,  2003,  the  Company  issued 2,325,581 shares of common stock for
payment  of  accrued interest and principal on its convertible debentures valued
at $30,000.


<PAGE>

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.

General  Overview

     Go  Online  Networks  Corporation,  a  Delaware  corporation,  repairs  and
refurbishes  computers  and  peripherals  through  our  wholly-owned subsidiary,
Digital  West  Marketing, Inc.  Digital West is a computer service firm based in
Chatsworth,  California,  north  of  Los  Angeles.  Revenues  for  2003  were
approximately  $7.1  million.  The  company operates out of a  4,500 square foot
facility  currently employing seven people.  The core of Digital West's business
is selling refurbished computer products returned to establishments by customers
and  selling  other  electronics  products.

Results  of  Operations

Fiscal  year  ended December 31, 2003 compared to fiscal year ended December 31,
2002

     Our  net  income  from operations during the fiscal year ended December 31,
2002  was $139,572 compared to a net loss from operations of $1,473,241 for 2003
a  substantial  decrease  of  $1,612,813.   Our  2003 losses reflect primarily a
substantial  decrease in revenues as a result of reduction in product volume for
refurbishment from our primary retail suppliers. Our operating expenses actually
decreased.   Our  interest  expense increased more than  $500,000.  Our net loss
does  include  a  one-time  gain  of $335,033 resulting from gains obtained from
assets which we had previously written off.

     For the fiscal year ended December 31, 2002, we had revenue of $12,346,558,
all  of which was generated by Digital West.  This is compared to $7,099,110 for
the  fiscal year  ended  December  31,  2003.  This is entirely reflected by the
decrease  in operations  at  Digital  West  and  reductions in our refurbishment
business.  Cost of  goods  sold  decreased  from  $10,075,838  in fiscal 2002 to
$6,334,716 in fiscal 2003.

     Operating expenses  for  the  year ended December 31, 2002 were $1,729,725,
compared to $1,395,918 for the fiscal year ended December 31, 2003, primarily as
a  reduction  in  salaries  and  other legal and administrative expenses.  Other
income  and expenses for the year ended December 31, 2003 included a substantial
increase in interest expenses referenced above.

Liquidity  and  Capital  Resources

     As  of December 31, 2003, we had assets of $553,776, compared to $1,597,297
as of December 31, 2002. This change was attributable primarily to a substantial
reduction  in  inventory,  accounts  receivable,  cash  and  other assets in our
Digital  West  division.

     Our  current  liabilities decreased from $5,380,048 at December 31, 2002 to
$4,453,096  at  December  31,  2003  primarily as a result of strict controls on
accounts  payable  which  resulted in a decrease of $918,349 in accounts payable
during  the  period.  All  of  our  convertible  notes  and  debentures  are now
considered  current  liabilities  and  a  substantial portion of the convertible
notes and debentures are in default.

     At  December 31, 2003, our stockholders' deficit was $3,899,320 as compared
to  $3,782,751  at  December  31,  2002,  an  immaterial  difference.

     We  made  no  material  capital  expenditures  during the fiscal year ended
December  31,  2003.

     During  fiscal  2003,  our  ability  to service our outstanding convertible
notes  and  debentures  was  severely restricted as a result of our reaching our
limit  on  available  common stock when we reached our authorized capital limit.
In  early  2004,  we  held  a  shareholders meeting and increased our authorized
common stock from 200,000,000 shares to 850,000,000 shares.  This will permit us
to  properly  service  our outstanding convertible notes and debentures and will
also permit us to utilize equity for potential future financing.

     We  believe  that  proceeds from our previous financings, together with our
other  resources  and  expected  revenues  and  potential  financings,  will  be
sufficient to cover working capital requirements for at least twelve months. Now
that  we  have  sufficient  available authorized shares, we can obtain financing
through  sales of equity securities  if  financing  needs  require  us  to do so
(as the Company has been able to successfully do in the past).  The  Company  is
working  to  obtain  new  business  lines,  including  wifi,  to improve Company
revenues.   Should  revenue  levels  expected  by  us  not be achieved, we would
nevertheless  require  additional  financing  during  such period to support our
operations, continued  expansion  of our business and acquisition of products or
technologies.  Such sources of financing  could  include  capital infusions from
some  of  our  strategic alliance partners, additional equity financings or debt
offerings.


ITEM  7  -  FINANCIAL  STATEMENTS

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

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

    The consolidated financial statements for the fiscal year ended December 31,
2002 and for the fiscal year ended December  31, 2003 were audited by Weinberg &
Company, Certified Public Accountants.  There have been no disagreements between
management  and  Weinberg & Company of the type that are required to be reported
under  this  Item  8.

ITEM  8A  -  CONTROLS  AND  PROCEDURES

As  of  the  end of the period covered by this report, Management carried out an
evaluation  of  the  effectiveness  of the design and operation of the Company's
disclosure controls and procedures, pursuant to Exchange Act Rules 13a-15(c) and
15d-15(c) which includes inquiries made to certain other of our employees. Based
on  the  foregoing,  the  Principal  Executive  Officer  and Principal Financial
Officer  concluded  that  the  Company's  disclosure controls and procedures are
effective  to  timely  alert  them  to  any material information relating to the
Company,  including its consolidating subsidiaries, that must be included in the
Company's  periodic  SEC  filings.  In  addition, there have been no significant
changes  in  the  Company's  internal  controls  or  in other factors that could
significantly affect internal controls subsequent to the date of the most recent
evaluation.


<PAGE>

                                    PART  III

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

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

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

Name                    Age     Positions

Joseph  M.  Naughton     60     Chairman, Chief Executive Officer, Director

Scott  Claverie          42     Director

Jim  Cannon              68     Director; Director of Operations and Secretary

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

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

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

<PAGE>

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

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

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors  and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports  of  ownership  and  reports of changes in ownership of Common Stock and
other  equity  securities  of the Company.  Officers, directors and greater than
ten  percent shareholders are required by SEC regulations to furnish the Company
with  copies  of all Section 16(a) forms they file.  To the Company's knowledge,
based  solely  on  the review of copies of such reports furnished to the Company
and written representations that no other reports were required, the Company has
been informed that Section 16(a) filing requirements applicable to the Company's
officers,  directors  and  greater  than  ten percent shareholders were complied
with.

<PAGE>
ITEM  10  -  EXECUTIVE  COMPENSATION

Summary  Compensation  Table

     The  following  summary  compensation  table  shows  certain  compensation
information  for  services  rendered in all capacities for the four fiscal years
ended  December  31, 2000, 2001, 2002 and 2003.  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      2003         $96,000     -0-            -0-         -0-            -0-           -0-        -0-
(President, CEO)     (12/31)

                     2002         $96,000     -0-            -0-         -0-            -0-           -0-        -0-
                     (12/31)

                     2001          96,000     -0-            -0-        - 0 -          - 0 -          -0-        -0-
                     (12/31)

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

Jim Cannon (1)       2003          12,000     -0-            -0-         -0-            -0-           -0-        -0-
                     (12/31)

                     2002          26,000     -0-            -0-         -0-            -0-           -0-        -0-
                     (12/31)

                     2001          26,000     -0-            -0-        - 0 -          - 0 -          -0-        -0-
                     (12/31)

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

Mick Schumacher (2)  2001          50,000     -0-           40,000 (3)   -0-            -0-           -0-        -0-
                     (12/31)


</TABLE>

(1)  Mr.  Cannon  commenced  his  employment  with  the  Go Online  in  1999.
(2)  Mr.  Schumacher joined the Company as Chief Financial Officer in July 2001.
In  November  2001,  Mr. Schumacher's  position  as  Chief Financial Officer was
terminated.
(3)  Reflects  $40,000  value  of  common  stock  of  the  Company issued to Mr.
Schumacher.

<PAGE>

<TABLE>
<CAPTION>

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

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


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

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

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

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

</TABLE>

Employment  Agreements

Not  applicable

<PAGE>
ITEM  11  -  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT

     The  following  table  sets  forth certain information regarding beneficial
ownership  of  the  Go  Online  common stock and Series A Preferred Stock of the
Company  as  of  December  31,  2003  by:
     each  person or entity known to own beneficially more than 5% of the common
stock  or  5%  of  the  preferred  stock;
     each  of  Go  Online's  directors;
     each  of  Go  Online's  named  executive  officers;  and
     all  Go  Online  executive  officers  and  directors  as  a  group.

<TABLE>
<CAPTION>
<S>                        <C>                                                <C>                    <C>
                           Name and                     Amount and
                           Address of                    Nature of              Percent of
Title of Class             Beneficial Owner (1)        Beneficial Ownership       Class
-------------------------  ---------------------       --------------------    -----------
Common Stock               Joseph M. Naughton              7,247,125 (2)         3.6%
Preferred Stock                                                    0             0.0%
Common Stock               James M. Cannon                 1,168,000 (3)         1.1%
Preferred Stock                                                    0             0.0%
Common Stock               Scott Claverie                    937,500             1.0%
Preferred Stock                                                    0             0.0%
  Bill Tillson
     14623 Deervale Place
Preferred Stock            Sherman Oaks, CA 91403             40,000             8.0%

Common Stock               All Officers and Directors
                           as a Group (3 persons)          9,325,625 (2,3)       4.7%
                                                           --------------        ----
</TABLE>

1.     Except as otherwise set forth, the address for each of these shareholders
is c/o Go Online  Networks  Corporation, 9800 Eton Avenue, Chatsworth, CA 91311.
2.     Mr.  Naughton's  shares  are  held through several different entities and
trusts,  as to which Mr. Naughton is the primary beneficial owner, including The
Lynde  Group,  The  Naughton Family Trust, JNNE, Inc., and a JWTROS account with
his deceased spouse.  Other  than  Mr.  Naughton's  beneficial ownership of such
shares through such entities and trusts, none of such entities or trusts has any
relationship  with  Go  Online.
3.     Reflects  158,000  shares  which  Mr.  Cannon  owns  directly  and  up to
1,000,000  shares  which  Mr.  Cannon     could  obtain  upon  the exercise of a
warrant  to  purchase  shares  of  common  stock  at  $.20  per  share.

<PAGE>

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     Joseph  M.  Naughton, our Chief Executive Officer has made several loans to
Go  Online.  As  of  December  31,  2003 and as of December 31, 2002 the amounts
payable to Mr. Naughton for advances totaled $178,023 and $288,681 respectively.
In  addition  there  is unpaid compensation due to him of $36,000  for 2003, and
$5,000  for  2002.  A  portion  of Mr. Naughton's unpaid salary was converted to
stock   during   fiscal   2003.   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.

ITEM  13  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     EXHIBITS

     Exhibit  No.          Description

     2.1  (1)          Agreement  and  Plan  of  Merger  of  Go  Online Networks
Corporation,  a  Delaware  corporation, and Jones Naughton Entertainment, Inc. a
Colorado  corporation,  dated  September  8,  1999.

     2.2  (1)          Certificate  of  Merger  of Jones Naughton Entertainment,
Inc.  into  Go  Online  Networks  Corporation,  dated  August  12,  1999.

     2.3  (1)          Articles  of Merger of Jones Naughton Entertainment, Inc.
with  Go  Online  Networks  Corporation,  dated  September  8,  1999.

     3.1 (1)          Articles of Incorporation of Valencia Capital, Inc., filed
October  20,  1987.

     3.2  (1)          Articles of Amendment to the Articles of Incorporation of
Valencia  Capital,  Inc.,  filed  February  7,  1991.

     3.3  (1)          Articles of Amendment to the Articles of Incorporation of
Jones  Naughton  Entertainment,  Inc.,  filed  July  27,  1994.

     3.4  (1)          Articles of Amendment to the Articles of Incorporation of
Jones  Naughton  Entertainment,  Inc.,  filed  July  28,  1994.

     3.5  (1)          Certificate  of  Designation  for  Jones  Naughton
Entertainment,  Inc.,  dated  June  8,  1994.

     3.6  (1)          Bylaws of Jones Naughton Entertainment, Inc., as amended.

     3.7  (1)          Certificate  of  Incorporation  of  Go  Online  Networks
Corporation,  dated  August  11,  1999.

     3.8  (1)          Certificate  of  Designation  for  Go  Online  Networks
Corporation,  dated  August  13,  1999.

     3.9  (1)          Bylaws  of  Go  Online  Networks  Corporation.

     3.10 (1)          Articles of Incorporation of AMS Acquisition Corp., filed
June  29,  1998.

     3.11  (1)          Bylaws  of  AMS  Acquisition  Corp.

<PAGE>

     3.12 (8)          Articles of Amendment to the Articles of Incorporation of
Go  Online  Networks  Corporation,  filed  December  11,  2000.

     10.1  (1)          Agreement  and  Plan  of  Reorganization  by  and  among
Amerinet  Financial  Systems,  Inc.,  Jones  Naughton  Entertainment, Inc., Real
Estate  Television  Network,  Inc.  and  Amerinet,  Inc.,  dated  August  1996.

     10.2  (1)          Stock  Purchase  Agreement  between  Amerinet  Financial
Services,  Inc.  and  Jones  Naughton  Entertainment,  Inc., dated October 1996.

     10.3  (1)          Escrow  Agreement  between Jones Naughton Entertainment,
Inc., Amerinet Financial Systems, Inc. and MRC Legal Services Corporation, dated
February  12,  1997

     10.4  (1)          Form  of Stock Purchase Agreement between Jones Naughton
Entertainment,  Inc. and investors for 504 Stock Sales from January 1997 through
April  1999.

     10.5  (1)          Escrow  Agreement  between Jones Naughton Entertainment,
Inc.,  Michael  Rost  and  MRC  Legal  Services  Corp., dated November 17, 1997.

     10.6  (1)          Stock  Purchase  Agreement  between  Jones  Naughton
Entertainment,  Inc.  and  Joe  Lynde,  dated  November  17,  1997.

     10.7  (1)          Escrow  Agreement  between Jones Naughton Entertainment,
Inc.,  Joseph  Lynde  and  MRC  Legal  Services Corp., dated November 17,  1997.

     10.8  (1)          Stock  Purchase  Agreement  between  Jones  Naughton
Entertainment,  Inc.  and  David  Evans,  dated  November  17,  1997.

     10.9  (1)          Escrow  Agreement  between Jones Naughton Entertainment,
Inc.,  David  Evans  and  MRC  Legal  Services  Corp.,  dated November 17, 1997.

     10.10  (1)     Stock  Purchase  Agreement  between  Jones  Naughton
Entertainment,  Inc.  and Patricia L. Schonebaum IRA Account, dated November 17,
1997.

     10.11  (1)     Escrow Agreement between Jones Naughton Entertainment, Inc.,
Patricia  L. Schonebaum IRA Account and MRC Legal Services Corp., dated November
17,  1997.

     10.12  (1)     Stock  Purchase  Agreement  between  Jones  Naughton
Entertainment,  Inc.  and  Patricia  L.  Schonebaum,  dated  November  17, 1997.

     10.13  (1)     Escrow Agreement between Jones Naughton Entertainment, Inc.,
Patricia  L.  Schonebaum  and MRC Legal Services Corp., dated November 17, 1997.

     10.14  (1)     Stock  Purchase  Agreement  between  Jones  Naughton
Entertainment,  Inc.  and  Joy  F.  Evans,  dated  November  17,  1997.

     10.15  (1)     Escrow Agreement between Jones Naughton Entertainment, Inc.,
Joy  F.  Evans  and  MRC  Legal  Services  Corp.,  dated  November  17,  1997.

<PAGE>

     10.16  (1)     Agreement  for  Purchase  and  Sale  of  Assets between Sign
Products  of  America,  Inc. and Jones Naughton Entertainment, Inc., dated March
1998.

     10.17  (1)     Agreement for Purchase and Sale of Assets between Affiliated
Marketing  Services,  Inc.  and  AMS  Acquisition  Corp.,  dated  July  8, 1998.

     10.18  (1)     Employment  Agreement between AMS Acquisition Corp. and Paul
Hentschl  effective  July  8,  1998.

     10.19  (1)     First  Company  Security  Agreement  in  favor of Affiliated
Marketing  Services,  Inc.,  dated  July  8,  1998.

     10.20  (1)     Company  Security Agreement in favor of Paul Hentschl, dated
July  8,  1998.

     10.21  (1)     Secured Promissory Note payable to Paul Hentschl, dated July
8,  1998.

     10.22  (1)     Agreement  for  Purchase  and  Sale  of  Assets  between AMS
Acquisition  Corp.  and  Affiliated  Marketing Services, Inc., dated January 11,
1999.

     10.23 (1)     Addendum to Agreement for Purchase and Sale of Assets between
AMS Acquisition Corp. and Affiliated Marketing Services, Inc., dated January 13,
1999.

     10.24  (1)     Joint  Venture  Agreement  by  and  between  Jones  Naughton
Entertainment,  Inc.  and  Scott  Claverie,  dated  February  26,  1999.

     10.25  (1)     Employment  Agreement  between Jones Naughton Entertainment,
Inc.  and  James  Cannon,  effective  April  12,  1999.

     10.26  (1)     Stock  Exchange  Agreement  by  and  between  Jones Naughton
Entertainment,  Inc.  and  Scott  Claverie,  dated  April  19,  1999.

     10.27  (1)     Independent  Consultant  Agreement  between  Jones  Naughton
Entertainment,  Inc.  and  Michael  Abelson,  effective  May  1,  1999.

     10.28  (1)     Marketing  Agreement  between  Jones Naughton Entertainment,
Inc.  and  PDQ  Internet,  dated  May  3,  1999.

     10.29  (1)     Marketing  Agreement  between  Jones Naughton Entertainment,
Inc.  and  ieXe,  dated  June  4,  1999.

     10.30  (1)     Reorganization  and  Stock  Purchase Agreement between Jones
Naughton  Entertainment,  Inc.  and  Auctionomics,  Inc.,  dated  June 10, 1999.

     10.31  (1)     Consulting  Agreement  between  Auctionomics, Inc. and WLTC,
LLT,  effective  June  10,  1999.

     10.32  (1)     Vendor  Agreement  between  GoOn-line.com  and  5th  Avenue
Channel,  dated  June  1999.

     10.33  (1)     Addendum  to  Reorganization  and  Stock  Purchase Agreement
between  Jones  Naughton  Entertainment, Inc. and Auctionomics, Inc., dated June
25,  1999.

<PAGE>

     10.34  (1)     Form  of  Securities  Subscription  Agreement  between Jones
Naughton  Entertainment,  Inc. and certain Investors for 3% Series A Convertible
Debentures  due  July  30,  2000.

     10.35  (1)     Form of 3% Series A Convertible Debenture due July 30, 2000.

     10.36  (1)     Form  of  Escrow  Agreement  between  Jones  Naughton
Entertainment,  Inc., certain Investors, and Edward H. Birnbaum, Esq., as escrow
agent,  for  the Company's 3% Series A Convertible Debentures due July 30, 2000.

     10.37  (1)     Employment  Agreement  between Jones Naughton Entertainment,
Inc.  and  Jeffrey  F.  Reynolds,  effective  August  9,  1999.

     10.38  (1)     Office  Lease between Jones Naughton Entertainment, Inc. and
eOfficeSuites,  Inc.  dated  August  12,  1999.

     10.39  (1)     Consulting  and  Financial  Services Agreement between Jones
Naughton  Entertainment,  Inc.  and  Patrick  M.  Rost dated September 15, 1999.

     10.40  (1)     Employment  Agreement between AMS Acquisition Corp. and Matt
Herman,  effective  October  1,  1999.

     10.41 (1)     Lease Proposal for 5681 Beach Blvd., Buena Park, CA 90621 for
Jones  Naughton  Entertainment,  Inc.  dated  July  21,  1999.

     10.42  (1)     Lease  Agreement  between  GoOn-Line.com  and  Design  Arts
Building  Associates  dated  April  29,  1999.

     10.43  (1)     Securities  Purchase  Agreement  between  Go Online Networks
Corporation  and  Triton  Private Equities Fund, L.P., dated September 20, 1999.

     10.44  (1)     Series  1999-A Eight Percent Convertible Promissory Note due
October 1, 2001 dated September 21, 1999 issued to Triton Private Equities Fund,
L.P.

     10.45  (1)     Warrant  to  Purchase  Common Stock dated September 21, 1999
issued  to  Triton  Private  Equities  Fund,  L.P.

     10.46  (1)     Registration  Rights  Agreement  between  Go Online Networks
Corporation  and  Triton  Private  Equities Fund, L.P. dated September 20, 1999.

     10.47 (1)     Escrow Agreement among Go Online Networks Corporation, Triton
Private Equities Fund, L.P. and H. Glenn Bagwell, Jr., as escrow agent, dated as
of  September  20,  1999.

     10.48  (1)     Employment Agreement between AMS Acquisition Corp. and Scott
Claverie  dated  September  1,  1999.

     10.49  (1)     Form  of  Site  Agreement.

     10.50  (1)     Agreement  between  Auctionomics,  Inc.  and  Classified
Auctions.com,  LLC

<PAGE>

     10.51  (1)     Agreement between Ingram Book Company and Go Online Networks
Corporation  dated  November  22,  1999.

     10.52  (1)     Agreement  between  LinkShare  Corporation  and  Go  Online
Networks  Corporation.

     10.53  (1)     Agreement  between Infotouch Technologies Corporation and Go
Online  Networks  Corporation  dated  June  22,  1999.

     10.54  (1)     Addendum  to  Employment  Agreement  for  James  Cannon.

     10.55  (2)     Consulting  Agreement  with  Ralph  Testa dated February 10,
2000.

     10.56  (2)     Consulting  Agreement  with Bridgett Browner dated March 13,
2000.

     10.57  (3)     Consulting  Agreement  with  Nathan  Wolfstein dated May 10,
2000.

     10.58  (3)     Consulting  Agreement with Harvey Turell dated May 10, 2000.

     10.59 (4)     Reorganization and Stock Purchase Agreement by and between Go
Online  Networks  Corporation  and  Auctionomics,  Inc.  dated  May  10,  2000.

     10.60  (5)     Amended  and  Restated  Reorganization  and  Stock  Purchase
Agreement  between  Go Online Networks Corporation, Digital West and Andrew Hart
dated  August  4,  2000.

     10.61 (5)     Employment Agreement between Digital West Marketing, Inc. and
Andrew  Hart  dated  August  31,  2000.

     10.62 (6)     Consulting Agreement with Blaine Riley dated August 24, 2000.

     10.63  (6)     Consulting  Agreement  with James Marione dated September 5,
2000.

     10.64  (7)     Reorganization  Agreement  GONT,  Westlake  and  NetStrat.

     10.65  (7)     Reorganization  Agreement  GONT,  Westlake  and  Amer.

     10.66 (8)     Consulting Agreement with William R. Wheeler dated January 4,
2001.

     10.67  (9)     Form  of  Vendor  Agreement

     10.68  (9)     Letter  Agreement  between  Panoscan,  Inc.  and  Go  Online
Networks  Corporation  dated  January  19,  2000.

     10.70  (10)     Convertible  note issued to the Laurus Master Fund, Ltd. by
Go  Online  Networks  Corporation  dated  May  2001.

     10.71  (10)     Securities  Purchase  Agreement between Laurus Master Fund,
Ltd.  and  Go  Online  Networks  Corporation  dated  May  2001.

     10.72 (10)     Common Stock Purchase Warrant for 1,000,000 shares issued to
Laurus  Master  Fund,  Ltd.  by  Go  Online Networks Corporation dated May 2001.

<PAGE>

     10.73  (10)     Security  Agreement between Laurus Master Fund, Ltd. and Go
Online  Networks  Corporation  dated  May  2001.

     10.74  (10)     Convertible  Note  issued to Laurus Master Fund, Ltd. by Go
Online  Networks  Corporation  dated  December  2001.

     10.75  (10)     Securities  Purchase  Agreement between Laurus Master Fund,
Ltd.  and  Go  Online  Networks  Corporation  dated  December  2001.

     10.76  (10)     Common  Stock Purchase Warrant for 600,000 shares issued to
Laurus  Master Fund, Ltd. by Go Online Networks Corporation dated December 2001.

     10.77  (11)     Asset  Purchase  Agreement  dated  as  of December 17, 2001
between  Go  Online  Networks  Corporation  and  ICOA,  Inc.

     10.78  (11)     Convertible Note issued by ICOA, Inc. to Go Online Networks
Corporation  dated  December  17,  2001.

     10.79  (11)     Common  Stock  Purchase  Warrant issued by ICOA, Inc. to Go
Online  Networks  Corporation  dated  December  17,  2001.

     10.80  (13)     Triton  Note  Extension

     10.81  (13)     PMR  and  Associates  Consulting  Agreement

     16.1  (12)     Change  in  Accountants

     21  (7)          List  of  Subsidiaries

     99.1          Sarbanes  Oxley  Certification

__________________

1)     Filed with Go Online's Form 10-KSB filed on March 29, 2000 for the period
ended  December  31,  1999.

2)     Filed with Go Online's Form S-8 Registration Statement filed on April 20,
2000.

3)     Filed  with  Go Online's Form S-8 Registration Statement filed on May 19,
2000.

4)     Filed  with  Go  Online's  Form  8-K  filed  on  May  25,  2000.

5)     Filed  with  Go  Online's  Form  8-K  filed  on  September  20,  2000.

6)     Filed with Go Online's Form S-8 Registration Statement filed on September
21,  2000

7)     Filed  with  Go  Online's  Registration  Statement  on  Form S-4 filed on
November  30,2000.

8)     Filed  with  Go Online's Form S-8 Registration Statement filed on January
10,  2001.

9)     Filed  with Go Online's Amendment No. 1 to Registration Statement on Form
S-4  filed  on  March  9,  2001.

<PAGE>

10)     Filed with Go Online's Form SB-2 Registration Statement filed on January
17,  2002.

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

12)     Filed  with  Go Online's Form 8-K filed with the Securities and Exchange
Commission  on  April  29,  2002

13)     Filed  with  Go  Online's  Amendment  No.  3  to  Form SB-2 Registration
Statement,  filed  with  the Securities and Exchange Commission on September 10,
2002.

     (b)     REPORTS  ON  FORM  8-K


Not  applicable

ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

Audit  Fees:

We  were  billed  approximately  $84,000 and $104,000 for the fiscal years ended
December  31, 2003 and 2002, respectively, for professional services rendered by
the  principal accountant for the audit of the our annual consolidated financial
statements and the review of our quarterly consolidated financial statements.

Audit  Related  Fees:

None

Tax  Fees:

None

All  Other  Fees:

There  were  no  other  professional  services  rendered  by  our  principal
accountant  during the last two fiscal years that were not included in the three
categories  above.

All  of  the  services provided by our principal accountant were approved by our
Board  of Directors. No more than 50% of the hours expended on our audit for the
last  fiscal  year  were  attributed  to  work  performed  by persons other than
full-time employees of our principal accountant.

<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:  April 14, 2003             Go  Online  Networks  Corporation


                                   /s/  Joseph  M.  Naughton

                                   Joseph M. Naughton, Chief Executive Officer
                                   and Director

<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


<PAGE>



                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES



                                    CONTENTS

PAGE     1     INDEPENDENT  AUDITORS'  REPORT

PAGE     2     CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2003 AND 2002

               CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
PAGE     3     (LOSS) INCOME FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

               CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
PAGES     4-5  DEFICIENCY FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

               CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
PAGE     6     DECEMBER 31, 2003 AND 2002

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31,
PAGES     7-24 2003 AND 2002






<PAGE>

                          Independent Auditors' Report


Board  of  Directors
Go  Online  Networks  Corporation  and  Subsidiaries

We  have  audited  the  accompanying  consolidated  balance  sheets of Go Online
Networks  Corporation and Subsidiaries as of December 31, 2003 and 2002, and the
related  consolidated  statements of operations and comprehensive (loss) income,
stockholders'  deficiency,  and  cash  flows  for  the  years then ended.  These
consolidated  financial  statements  are  the  responsibility  of  the Company's
management.  Our  responsibility  is to express an opinion on these consolidated
financial  statements  based  on  our  audits.

We conducted our audits in accordance with generally accepted auditing standards
in  the  United  States  of  America.  Those  standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
financial  statements  are  free  of  material  misstatement.  An audit includes
examining  on  a  test basis, evidence supporting the amounts and disclosures in
the  consolidated  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 consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the consolidated financial position of Go
Online  Networks  Corporation and Subsidiaries as of December 31, 2003 and 2002,
and  the  consolidated results of their operations, and their cash flows for the
years then ended, in conformity with accounting principles generally accepted in
the  United  States  of  America.

The  accompanying  consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As described in Note 1(U) to
the consolidated financial statements, the Company has a net loss of $1,138,208,
a working capital deficiency of $3,936,706, a negative cash flow from operations
of  $344,079  and a stockholders' deficiency of $3,899,320.  These matters raise
substantial  doubt  about  its  ability  to  continue  as  a  going  concern.
Management's  plans  in regard to these matters are also described in Note 1(U).
The  consolidated financial statements do not include any adjustments that might
result  from  the  outcome  of  this  uncertainty.



WEINBERG  &  COMPANY,  P.A.


Boca  Raton,  Florida
March  2,  2004

<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        AS OF DECEMBER 31, 2003 AND 2002
                        --------------------------------

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
<S>                                                              <C>            <C>
                                                                         2003           2002
                                                                 -------------  -------------
CURRENT ASSETS
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    171,804   $    327,540
Accounts receivable, net. . . . . . . . . . . . . . . . . . . .        15,694        265,932
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . .        68,906        797,949
Note receivable . . . . . . . . . . . . . . . . . . . . . . . .        20,000              -
Investment in marketable securities . . . . . . . . . . . . . .       124,500              -
  Exercisable warrants - ICOA . . . . . . . . . . . . . . . . .       105,033              -
Prepaid expenses and other current assets . . . . . . . . . . .        10,453          2,039
Deferred refurbishing expenses. . . . . . . . . . . . . . . . .             -         70,354
                                                                 -------------  -------------
Total Current Assets. . . . . . . . . . . . . . . . . . . . . .       516,390      1,463,814
                                                                 -------------  -------------

PROPERTY AND EQUIPMENT -
NET OF ACCUMULATED DEPRECIATION
OF $156,732 IN 2003 AND $135,061 IN 2002. . . . . . . . . . . .        24,800         45,776
                                                                 -------------  -------------

OTHER ASSETS
Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . .        12,586         25,171
Deferred financing costs. . . . . . . . . . . . . . . . . . . .             -         62,536
                                                                 -------------  -------------
Total Other Assets. . . . . . . . . . . . . . . . . . . . . . .        12,586         87,707
                                                                 -------------  -------------

TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . .  $    553,776   $  1,597,297
                                                                 =============  =============

                               LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                               ----------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses . . . . . . . . . . . . .  $    174,952   $  1,093,301
Accrued lease obligations . . . . . . . . . . . . . . . . . . .             -          1,633
Accrued interest payable. . . . . . . . . . . . . . . . . . . .       728,349        400,661
Notes payable . . . . . . . . . . . . . . . . . . . . . . . . .     1,136,000        950,000
Convertible notes and debentures. . . . . . . . . . . . . . . .     2,235,772      2,640,772
Advances from and accrued expenses due to officer . . . . . . .       178,023        293,681
                                                                 -------------  -------------
Total Current Liabilities . . . . . . . . . . . . . . . . . . .     4,453,096      5,380,048
                                                                 -------------  -------------

COMMITMENTS AND CONTINGENCIES (SEE NOTE 13)

STOCKHOLDERS' DEFICIENCY
Series A convertible preferred stock, $0.001 par value,
10,000,000 shares authorized, 1,209,559 and
3,709,559 issued and outstanding as of December 31, 2003
and 2002, respectively. . . . . . . . . . . . . . . . . . . . .         1,209          3,709
Series B convertible preferred stock, $100 par value,
2,000 shares authorized, issued and outstanding . . . . . . . .       200,000        200,000
Common stock, $0.001 par value, 200,000,000 shares authorized,
199,710,394, and 137,617,656 shares issued and outstanding
as of December 31, 2003 and 2002, respectively. . . . . . . . .       199,710        137,618
Additional paid-in capital. . . . . . . . . . . . . . . . . . .    12,384,608     11,442,061
Accumulated other comprehensive income. . . . . . . . . . . . .        19,500              -
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . .   (16,704,347)   (15,566,139)
                                                                 -------------  -------------
     Total Stockholders' Deficiency . . . . . . . . . . . . . .    (3,899,320)    (3,782,751)
                                                                 -------------  -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY. . . . . . . . .  $    553,776   $  1,597,297
                                                                 =============  =============
</TABLE>

    The accompanying notes are an integral part of these consolidated financial
                                   statements.
                                        2

<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                 ----------------------------------------------

<TABLE>
<CAPTION>
<S>                                                                  <C>            <C>
                                                                             2003           2002
                                                                     -------------  -------------

NET REVENUES. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  7,099,110   $ 12,346,558

COST OF REVENUES. . . . . . . . . . . . . . . . . . . . . . . . . .     6,334,716     10,075,838
                                                                     -------------  -------------

GROSS PROFIT. . . . . . . . . . . . . . . . . . . . . . . . . . . .       764,394      2,270,720
                                                                     -------------  -------------

OPERATING EXPENSES
Contract services, salaries and payroll taxes . . . . . . . . . . .       592,863        630,556
General and administrative. . . . . . . . . . . . . . . . . . . . .       444,878        515,964
Legal and professional. . . . . . . . . . . . . . . . . . . . . . .       176,589        373,961
Rent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       160,612        164,725
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . .        20,976         44,519
                                                                     -------------  -------------
Total Operating Expenses. . . . . . . . . . . . . . . . . . . . . .     1,395,918      1,729,725
                                                                     -------------  -------------

(LOSS) INCOME FROM OPERATIONS . . . . . . . . . . . . . . . . . . .      (631,524)       540,995
                                                                     -------------  -------------

OTHER INCOME (EXPENSE)
Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . .      (879,757)      (364,456)
Realized gain on investment in marketable securities. . . . . . . .        24,780              -
Other income (expense). . . . . . . . . . . . . . . . . . . . . . .        13,260        (36,967)
                                                                     -------------  -------------
Total Other (Expense) . . . . . . . . . . . . . . . . . . . . . . .      (841,717)      (401,423)
                                                                     -------------  -------------

NET (LOSS) INCOME FROM CONTINUING OPERATIONS. . . . . . . . . . . .    (1,473,241)       139,572

DISCONTINUED OPERATIONS
Gain on previously written-off assets from discontinued operations.       335,033              -
                                                                     -------------  -------------

NET (LOSS) INCOME . . . . . . . . . . . . . . . . . . . . . . . . .    (1,138,208)       139,572

OTHER COMPREHENSIVE INCOME
Unrealized gain on investment in marketable securities. . . . . . .        19,500              -
                                                                     -------------  -------------
     COMPREHENSIVE (LOSS) INCOME. . . . . . . . . . . . . . . . . .  $ (1,118,708)  $    139,572
                                                                     =============  =============

BASIC NET INCOME (LOSS) PER COMMON SHARE
Net income (loss) from continuing operations. . . . . . . . . . . .  $       (.01)  $          -
                                                                     =============  =============
Net income (loss) from discontinued operations. . . . . . . . . . .  $          -   $          -
                                                                     =============  =============
Net income (loss) per common share. . . . . . . . . . . . . . . . .  $       (.01)  $          -
                                                                     =============  =============

DILUTED NET INCOME (LOSS) PER COMMON SHARE
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . .  $          -   $          -
                                                                     =============  =============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   184,880,155    113,892,648
                                                                     =============  =============
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   184,880,155    193,766,823
                                                                     =============  =============
</TABLE>

    The accompanying notes are an integral part of these consolidated financial
                                   statements.
                                        3

<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                 ----------------------------------------------

<TABLE>
<CAPTION>
<S>                         <C>         <C>          <C>           <C>          <C>         <C>             <C>          <C>
                                Series A                 Series B
                                Convertible              Convertible
                                Preferred                Preferred                                              Common Stock
                                Stock                    Stock                   Common Stock                   Warrants
                            Shares      Amount       Shares        Amount       Shares      Amount          Shares       Amount
                            ---------  ----------    -----------  -----------  ----------  --------------   ----------  --------
Balance, December 31, 2001    663,333   $      663          2,000  $   200,000  99,560,116  $       99,560      750,000  $30,000

Preferred stock issued
for compensation . . . . .    565,000          565              -            -           -               -            -        -

Preferred stock issued
for services . . . . . . .  2,500,000        2,500              -            -           -               -            -        -

Conversion of preferred
stock into common stock. .    (18,774)         (19)             -            -      18,774              19            -        -
Common stock issued
for services . . . . . . .          -            -              -            -   3,187,500           3,188            -        -
Common stock issued
for compensation . . . . .          -            -              -            -   5,270,476           5,270            -        -
Common stock issued
for payment of debt
and accrued interest . . .          -            -              -            -  18,005,790          18,006            -        -
Common stock issued
for payment of amounts
due to officer . . . . . .          -            -              -            -   2,400,000           2,400            -        -
Common stock issued
for debt fees. . . . . . .          -            -              -            -   9,175,000           9,175            -        -
Issuance of warrants
for loan extension . . . .          -            -              -            -           -               -            -        -

Net income 2002    . . . .          -            -              -            -           -               -            -        -
                            ---------  ----------    -----------  -----------  ----------  --------------   ----------  --------
Balance, December 31, 2002  3,709,559   $    3,709          2,000  $   200,000 137,617,656  $      137,618      750,000  $30,000

Common stock issued
for debt fees. . . . . . .          -            -              -            -  14,632,453          14,632            -        -
Common stock issued
for payment of commissions          -            -              -            -   2,000,000           2,000            -        -
Common stock issued
for legal fees                      -            -              -            -   2,850,000           2,850            -        -
Common stock issued
for payment of Board
of Directors services. . .          -            -              -            -   1,000,000           1,000            -        -
Common stock issued
for consulting services. .          -            -              -            -   5,000,000           5,000            -        -
Common stock issued
to officers for
payment of commissions,
compensation and advances           -            -               -           -   4,000,000           4,000            -        -
Common stock issued for
interest on notes and
debentures. . . . . . . .           -            -               -           -  15,559,495          15,559            -        -
Common stock issued
for debenture conversion            -            -              -            -  17,050,790          17,051            -        -
Common stock issued
for preferred stock
conversion                 (2,500,000)      (2,500)             -            -   2,500,000           2,500            -        -
Common stock issued
for consulting services. .          -            -              -            -  (2,500,000)         (2,500)           -        -

Unrealized gain on investment
in marketable securities .          -            -              -            -           -               -            -        -

Net loss, 2003     . . . .          -            -              -            -           -               -            -        -
                            ---------  -----------   ------------ ------------ ----------- ---------------  ----------- --------
Balance, December 31, 2003  1,209,559   $    1,209          2,000  $   200,000 199,710,394  $      199,710      750,000  $30,000
                            =========  ===========   ============ ============ =========== ===============  =========== ========

<S>                         <C>          <C>      <C>            <C>
                                         Accumulated
                            Additional   Other
                            Paid-In      Comprehensive        Accumulated
                            Capital      Income               Deficit              Total
                           ------------  -------             -------------  -------------
Balance, December 31, 2001  $10,671,749  $     -              $(15,705,711)  $(4,703,739)

Preferred stock issued
for compensation . . . . .       16,385        -                         -        16,950

Preferred stock issued
for services . . . . . . .       72,500        -                         -        75,000

Conversion of preferred
stock into common stock. .            -        -                         -        79,144
Common stock issued
for services . . . . . . .      121,187        -                         -             -
Common stock issued
for compensation . . . . .      132,491        -                         -       137,761
Common stock issued
for payment of debt
and accrued interest . . .      287,401        -                         -       305,407
Common stock issued
for payment of amounts
due to officer . . . . . .       45,600        -                         -        48,000
Common stock issued
for debt fees. . . . . . .       50,866        -                         -        60,041
Issuance of warrants
for loan extension . . . .       13,882        -                         -        13,882
Net income 2002    . . . .            -        -                   139,572       139,572
                           ------------  -------             -------------  -------------

Balance, December 31, 2002 11,412,061   $      -              $(15,566,139)   (3,782,751)

Common stock issued
for debt fees. . . . . . .      284,709        -                         -       299,341
Common stock issued
for payment of commissions       18,000        -                         -        20,000
Common stock issued
for legal fees                   25,650        -                         -        28,500
Common stock issued
for payment of Board
of Directors services. . .        9,000        -                         -        10,000
Common stock issued
for consulting services.         45,000        -                         -        50,000
Common stock issued
to officers for
payment of commissions,
compensation and advances        36,000        -                         -        40,000
Common stock issued for
interest on notes and
debentures. . . . . . .         158,739        -                         -       174,298
Common stock issued
for debenture conversion        387,949        -                         -       405,000
Common stock issued
for preferred stock
conversion                            -        -                         -             -
Common stock issued
for consulting services. .      (22,500)       -                         -       (25,000)

Unrealized gain on investment
in marketable securities .            -   19,500                         -        19,500

Net loss, 2003     . . . .            -        -                (1,138,208)   (1,138,208)
                           ------------  -------             -------------  -------------

Balance, December 31, 2003   12,354,608   19,500               (16,704,347)   (3,899,320)
                           ============  =======             ============== =============

</TABLE>

    The accompanying notes are an integral part of these consolidated financial
                                   statements.
                                        5

<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                 ----------------------------------------------


<TABLE>
<CAPTION>
<S>                                              <C>           <C>
                                                        2003        2002
                                                 ------------  ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income from continuing operations. .  $(1,473,241)  $ 139,572
Adjustments to reconcile net (loss) income
   from continuing operations to net cash
   provided by (used in) operating activities:
Depreciation. . . . . . . . . . . . . . . . . .       20,976      44,519
Amortization of deferred
   financing costs. . . . . . . . . . . . . . .       62,536      76,020
Provision for doubtful accounts . . . . . . . .        2,973       6,931
Provision for sales returns
   and allowances . . . . . . . . . . . . . . .            -      27,315
Loss on disposal of equipment . . . . . . . . .            -      49,455
Realized gain on investment
   in marketable securities . . . . . . . . . .      (24,780)          -
Gain on sale of property
   and equipment. . . . . . . . . . . . . . . .            -      (2,784)
Warrants issued to extend debt. . . . . . . . .            -      13,882
Stock issued for debt fees. . . . . . . . . . .      299,341      60,041
Stock issued in lieu
   of compensation. . . . . . . . . . . . . . .       15,000     154,714
Stock and common stock warrants
   issued for services. . . . . . . . . . . . .       58,000     199,376
Changes in operating assets
   and liabilities:
Decrease (increase) in
   accounts receivable. . . . . . . . . . . . .      247,265     (66,744)
Decrease in inventory . . . . . . . . . . . . .      729,043     118,868
(Increase) decrease in prepaid expenses
   and other current assets . . . . . . . . . .       (8,414)        718
Decrease (increase) in deferred
   refurbishing expenses. . . . . . . . . . . .       70,354     (16,472)
Decrease in other assets - deposits . . . . . .       12,585       7,539
(Decrease) in accounts payable
   and accrued expenses . . . . . . . . . . . .     (857,701)   (823,618)
Increase in accrued
   interest payable . . . . . . . . . . . . . .      501,985     233,743
                                                 ------------  ----------
Net Cash (Used In) Provided
   By Operating Activities. . . . . . . . . . .     (344,078)    223,075
                                                 ------------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of
   property and equipment . . . . . . . . . . .            -       3,100
                                                 ------------  ----------
Net Cash Provided By
   Investing Activities . . . . . . . . . . . .            -       3,100
                                                 ------------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from (repayment of)
   officer advances . . . . . . . . . . . . . .        2,342     (65,707)
Proceeds from notes payable . . . . . . . . . .      872,000           -
Repayment on notes payable. . . . . . . . . . .     (686,000)          -
Payment on leases . . . . . . . . . . . . . . .            -     (12,846)
                                                 ------------  ----------
Net Cash Provided By (Used In)
   Financing Activities . . . . . . . . . . . .      188,342     (78,553)
                                                 ------------  ----------

NET (DECREASE) INCREASE IN CASH . . . . . . . .     (155,736)    147,622

CASH - BEGINNING OF YEAR. . . . . . . . . . . .      327,540     179,918
                                                 ------------  ----------

CASH - END OF YEAR. . . . . . . . . . . . . . .  $   171,804   $ 327,540
                                                 ------------  ----------

SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:

Cash paid for interest. . . . . . . . . . . . .  $         -   $       -
                                                 ============  ==========
Cash paid for income taxes. . . . . . . . . . .  $       800   $     800
                                                 ============  ==========

SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:

Common stock issued for payment
   of convertible debt. . . . . . . . . . . . .  $   405,000   $  16,019
                                                 ============  ==========
Common stock issued for payment
   of accrued interest on convertible debt. . .  $   174,298   $ 289,176
                                                 ============  ==========
Common stock issued for payment
   of amount due to officer . . . . . . . . . .  $    28,000   $  48,000
                                                 ============  ==========
Common stock issued for
   accrued legal fees . . . . . . . . . . . . .  $    22,500   $       -
                                                 ============  ==========
Common stock issued for
   conversion of Series A preferred stock . . .  $     2,500   $       -
                                                 ============  ==========
Marketable securities used to
   repay accrued legal fees . . . . . . . . . .  $    39,780   $       -
                                                 ============  ==========
Marketable securities used to repay
   advances from officer. . . . . . . . . . . .  $    90,000   $       -
                                                 ============  ==========
Increase in note receivable from
   settlement agreement . . . . . . . . . . . .  $    20,000   $       -
                                                 ============  ==========
</TABLE>

    The accompanying notes are an integral part of these consolidated financial
                                   statements.
                                        6

<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                 ----------------------------------------------


     NOTE  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 Subsidiaries (collectively,
the  "Company")  include  the  accounts  of  the  parent,  Go  Online  Networks
Corporation, incorporated in Colorado on October 20, 1987, and reincorporated in
Delaware  effective  September  14,  1999,  and  its  subsidiaries, Digital West
Marketing,  Inc.,  ("Digital")  and  Westlake  Capital  Corp. ("Westlake").  The
Company's  only  operating  subsidiary, Digital, which principally is engaged in
the business of selling refurbished computer and related products.  All material
intercompany  accounts  have  been  eliminated  in  consolidation.

     (B)  Use  of  Estimates
     -----------------------

The preparation of financial statements in conformity with accounting principles
generally  accepted  in  the United States 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 consolidated
financial statements and the reported amounts of revenue and expenses during the
reporting  period.  Actual  results  could  differ  from  those  estimates.

     (C)  Cash  and  Cash  Equivalents
     ---------------------------------

The Company considers cash on hand, cash in banks, certificates of deposit, time
deposits, and U.S. government and other short-term securities with maturities of
three months or less when purchased as cash and cash equivalents.  There were no
cash  equivalents  held  by  the  Company  as  of  December  31,  2003 and 2002.

     (D)  Concentration  of  Credit  Risk
     ------------------------------------

The  Company  maintains  the  majority  of  its  cash  balances  in  a financial
institution  located  in Chatsworth, California.  The balance in the institution
is  insured  by the Federal Deposit Insurance Corporation up to $100,000.  As of
December  31,  2003,  the  Company's  uninsured  cash  totaled  $48,055.

(E)  Investment  In  Marketable  Securities
-------------------------------------------

The  Company's  investment  in  marketable  securities consists solely of common
shares  in  ICOA, Inc. (another publicly traded corporation) and the shares were
being  held  for an indefinite period and were classified as available-for-sale.
Available-for-sale  securities are recorded at fair market value with the change
in  fair  value  during  the  period  excluded  from  earnings and recorded as a
component  of  other  comprehensive  income  (See  Notes  3  and  15).


                                        7

<PAGE>


                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                 ----------------------------------------------

(F)  Fair  Value  of  Financial  Instruments
--------------------------------------------

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

(G)  Earnings  Per  Share
-------------------------

Basic  earnings  (loss)  per  share  are  computed by dividing net income (loss)
available to common stockholders by the weighted average number of common shares
outstanding.  Diluted  earnings  per  share  reflect  the  effect of the assumed
conversions  of  convertible  securities  and  the  exercise of stock options or
warrants  only  when  the  effect  is  dilutive.

(H)  Inventory
--------------

Inventory  primarily  consists  of  refurbished  computer hardware, printers and
hand-held data organizers and is stated at the lower of cost or market.  Cost is
determined  using  the  specific  identification method for computer systems and
average  cost  for  all  other  types  of  inventory.

For  the  year  ended  December  31,  2002,  costs  incurred to refurbish unsold
computer  systems, including parts and labor, are shown as deferred refurbishing
costs.  During 2003, the Company substantially reduced its in-house refurbishing
and  began  purchasing  goods  that  were  already  refurbished.

(I)  Property  and  Equipment
-----------------------------

The Company carries its property and equipment, consisting principally of office
equipment  and  computer  equipment,  at  cost  net of accumulated depreciation.
Depreciation is computed based on the useful life of the equipment over a period
of  three  to  seven years on a straight-line basis for both financial reporting
and  income  tax  purposes.  Maintenance and repairs are charged to expense when
incurred.  Major  improvements  are  capitalized.

(J)  Segment  Information
-------------------------

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


                                        8

<PAGE>


                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                 ----------------------------------------------

(K)  Stock  Issued  for  Services
---------------------------------

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

(L)  Stock-Based  Compensation  Plans
-------------------------------------

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

In December 2002, the FASB issued Statement No. 148, "Accounting for Stock-Based
Compensation-Transition  and  Disclosure  -  an  amendment of FASB Statement No.
123,"  ("SFAS  148").  SFAS  148  amends FASB Statement No. 123, "Accounting for
Stock  Based  Compensation"  ("SFAS  123")  and provides alternative methods for
accounting  for  a  change by registrants to the fair value method of accounting
for  stock-based  compensation.  Additionally,  SFAS  148  amends the disclosure
requirements  of  SFAS  123  to require disclosure in the significant accounting
policy footnote of both annual and interim financial statements of the method of
accounting  for  stock  based-compensation and the related pro forma disclosures
when  the  intrinsic  value  method  continues  to be used.  The Company has not
granted  any  options  to  employees during the year ended December 31, 2003 and
2002  and therefore no proforma stock-based compensation disclosure is required.

(M)  Income  Taxes
------------------

The  Company  accounts  for  income  taxes under the FASB Statement of Financial
Accounting  Standards No. 109 "Accounting for Income Taxes" ("SFAS 109").  Under
SFAS  109, deferred tax assets and liabilities are recognized for the future tax
consequences  attributable  to  differences  between  the  financial  statement
carrying  amounts  of  existing  assets and liabilities and their respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to  apply  to  taxable  income  in  the years in which those temporary
differences are expected to be recovered or settled.  Under SFAS 109, the effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.  Valuation allowances are
established  when necessary to reduce deferred tax assets to the amount expected
to  be  realized.

(N)  Valuation  of  Long-Lived  Assets
--------------------------------------

The  Company  reviews  long-lived  assets  for  impairment  under  Statement  of
Financial  Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment
or  Disposal  of  Long-Lived  Assets."

                                        9

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                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                 ----------------------------------------------

Long-lived  assets  to  be  held  and  used are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may  not  be  recoverable.  The  carrying  amount  of  a long-lived asset is not
recoverable  if  it  exceeds  the sum of the undiscounted cash flows expected to
result  from  the use and eventual disposition of the assets.  Long-lived assets
to  be  disposed  of  are reported at the lower of carrying amount or fair value
less  cost  to  sell.  During  the  years  ended December 31, 2003 and 2002, the
Company  determined  that  there  were  no long-lived assets that were impaired.

(O)  Revenue  Recognition  and  Limited  Warranty
-------------------------------------------------

Revenue  from  product  sales  is  recognized  when title passes to the customer
provided  that:  there  are  no  uncertainties  regarding  customer  acceptance;
persuasive  evidence  of  an  arrangement  exists;  the  sales price is fixed or
determinable;  and  collectability is deemed probable.  The Company provides for
estimated product returns at the time of the product shipment, if necessary.  In
May  2003,  the Securities and Exchange Commission (SEC) issued Staff Accounting
Bulletin  (SAB)  No.  103,  Revenue  Recognition  in Financial Statements, which
updates  and  codifies  establishes  guidance  in  applying  generally  accepted
accounting  principles  to  revenue  recognition  in financial statements and is
effective  immediately.  The  Company  has  determined that its existing revenue
recognition  practices  comply  with the requirements of SAB 103 for all periods
presented.

The  Company  warrants  any  hardware  product  against  defects in material and
workmanship  under normal use for a period of ninety (90) days commencing on the
date of original purchase.  The Company covers the cost to repair or replace all
necessary  components  while the product is under warranty.  The Company has the
option  of  replacing any defective part(s) with new part(s) or with serviceable
refurbished  parts  that  are  equivalent  to  new  parts  in  performance.  All
replacement  parts  or  products are warranted for the remainder of the original
warranty  period.  Warranty costs for the years ended December 31, 2003 and 2002
were  not  material.

(P)  Shipping  and  Handling
----------------------------

Shipping  and  handling  revenues and costs are included in Revenues and Cost of
Goods,  respectively,  in the accompanying consolidated statements of operations
and  comprehensive  (loss)  income.

(Q)  Advertising
----------------

The  Company  expenses advertising costs as incurred.  Advertising costs for the
years  ended  December  31,  2003  and  2002  were  not  material.

(R)  Deferred  Financing  Costs
-------------------------------

Deferred  financing  costs are amortized using the straight-line method over the
term of the related convertible debentures.  In connection with the issuances of
some  of  its  convertible  debentures  during fiscal 2001, the Company incurred
approximately  $152,040  in financing costs to be amortized over the term of the
applicable  loans.  The Company amortized $62,536 and $76,020 of financing costs
during  the years ended December 31, 2003 and 2002, respectively.  The amortized

                                        10

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                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                 ----------------------------------------------

financing  costs  have  been  included  as  interest expense in the accompanying
consolidated  statement  of  operations.

(S)  Reclassifications
----------------------

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

(T)Recent  Accounting  Pronouncements
-------------------------------------

In  January  2003,  (as  revised  in  December  2003)  the  Financial Accounting
Standards  Board  ("FASB")  issued  Interpretation  No.  46,  "Consolidation  of
Variable  Interest  Entities", an interpretation of Accounting Research Bulletin
("ARB")  No.  51,  "Consolidated  Financial  Statements".  Interpretation No. 46
addresses  consolidation  by business enterprises of variable interest entities,
which  have  one  or  both  of  the  following  characteristics:  (i) the equity
investment  at  risk  is  not  sufficient  to  permit  the entity to finance its
activities  without additional subordinated support from other parties, which is
provided  through  other  interest  that will absorb some or all of the expected
losses  of  the  entity;  (ii)  the  equity  investors  lack  one or more of the
following  essential  characteristics  of  a controlling financial interest: the
direct  or  indirect  ability  to  make  decisions about the entities activities
through  voting  rights  or  similar  rights;  or  the  obligation to absorb the
expected  losses  of  the  entity if they occur, which makes it possible for the
entity  to  finance  its  activities; the right to receive the expected residual
returns  of  the entity if they occur, which is the compensation for the risk of
absorbing  the  expected  losses.

Interpretation  No.  46,  as  revised, also requires expanded disclosures by the
primary  beneficiary  (as  defined)  of  a  variable  interest  entity and by an
enterprise  that  holds  a  significant variable interest in a variable interest
entity  but  is  not  the  primary  beneficiary.

Interpretation  No.  46,  as revised, applies to small business issuers no later
than  the  end  of the first reporting period that ends after December 15, 2004.
This  effective  date  includes  those  entities  to which Interpretation 46 had
previously  been  applied.  However,  prior  to  the  required  application  of
Interpretation  No.  46,  a  public entity that is a small business issuer shall
apply  Interpretation  46  or  this  Interpretation  to  those entities that are
considered  to  be  special-purpose  entities no later than as of the end of the
first  reporting  period  that  ends  after  December  15,  2003

Interpretation  No.  46  may  be  applied prospectively with a cumulative-effect
adjustment  as  of  the  date  on  which  it  is  first  applied or by restating
previously  issued  financial  statements  for  one  or  more  years  with  a
cumulative-effect adjustment as of the beginning of the first year restated.  In
April  2003,  the  FASB  issued  SFAS  No.  149,  "Amendment of Statement 133 on
Derivative  Instruments  and  Hedging  Activities".  SFAS  No.  149  amends  and
clarifies  financial  accounting  and  reporting  for  derivative  instruments,
including  certain  derivative  instruments  embedded  in  other  contracts
(collectively  referred to as derivatives) and for hedging activities under SFAS
No.  133,  "Accounting  for Derivative Instruments and Hedging Activities".  The
changes  in SFAS No. 149 improve financial reporting by requiring that contracts
with  comparable  characteristics be accounted for similarly.  This statement is
effective  for  contracts  entered  into  or  modified  after

                                        11

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                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                 ----------------------------------------------

June  30,  2003  and  all  of  its  provisions  should be applied prospectively.

In  May  2003,  the  FASB issued SFAS No. 150, "Accounting For Certain Financial
Instruments  with Characteristics of both Liabilities and Equity".  SFAS No. 150
changes the accounting for certain financial instruments with characteristics of
both  liabilities  and equity that, under previous pronouncements, issuers could
account  for  as  equity.  The new accounting guidance contained in SFAS No. 150
requires  that  those  instruments  be  classified as liabilities in the balance
sheet.

SFAS  No.  150  affects  the issuer's accounting for three types of freestanding
financial  instruments.  One  type  is  mandatorily redeemable shares, which the
issuing  company  is obligated to buy back in exchange for cash or other assets.
A  second  type  includes  put  options  and  forward  purchase contracts, which
involves  instruments  that do or may require the issuer to buy back some of its
shares in exchange for cash or other assets.  The third type of instruments that
are  liabilities  under  this  Statement is obligations that can be settled with
shares,  the monetary value of which is fixed, tied solely or predominantly to a
variable  such  as  a  market  index,  or varies inversely with the value of the
issuers'  shares.  SFAS  No.  150  does  not  apply  to  features  embedded in a
financial  instrument  that  is  not  a  derivative  in  its  entirety.

Most  of  the  provisions  of  Statement  150  are  consistent with the existing
definition  of  liabilities  in  FASB  Concepts  Statement  No.  6, "Elements of
Financial  Statements".  The  remaining  provisions  of  this  Statement  are
consistent  with  the  FASB's  proposal  to  revise that definition to encompass
certain  obligations  that  a reporting entity can or must settle by issuing its
own shares.  This Statement shall be effective for financial instruments entered
into  or  modified  after  May  31, 2003 and otherwise shall be effective at the
beginning  of the first interim period beginning after June 15, 2003, except for
mandatorily redeemable financial instruments of a non-public entity, as to which
the  effective  date  is  for  fiscal periods beginning after December 15, 2004.

The  Company  does  not believe the adoption of these pronouncements will have a
material  impact  on  the presentation of its consolidated financial statements.

    (U)  Basis  of  Presentation  -  Going  Concern
    -----------------------------------------------

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity  with  accounting principles generally accepted in the United States,
which contemplates continuation of the Company as a going concern.  However, the
Company  has  a  net  loss  of  $1,138,208,  a  working  capital  deficiency  of
$3,936,706, a negative cash flow from operations of $344,079 and a stockholders'
deficiency  of  $3,899,320,  which raise substantial doubts about its ability to
continue  as  a  going  concern.  The  consolidated  financial statements do not
include  any adjustments that might result from the outcome of this uncertainty.
Management's  plan to continue in operations includes raising additional debt or
equity  capital  until  such  time as the Company is able to generate sufficient
operating  revenue.

In  view  of  these  matters,  realization  of  certain  of  the  assets  in the
accompanying  consolidated  financial  statements  is  dependent  upon continued
operations  of  the  Company,  which  in  turn  is

                                        12

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                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                 ----------------------------------------------

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.

NOTE  2    ACCOUNTS  RECEIVABLE
-------    --------------------

As of December 31, 2002, the Company had an agreement with some of its customers
that  allowed  returns  of  merchandise.  Accordingly, an allowance for accounts
receivable for sales returns was provided.  As of December 31, 2003, the Company
no  longer  had such agreements.  The allowance for accounts receivable requires
the  use  of  estimates,  which  could  differ from actual results.  The Company
believes  the  techniques and assumptions used in establishing the allowance for
doubtful  accounts  are  appropriate.  As  of  December  31,  2003 and 2002, the
Company  recorded aggregate allowances against accounts receivable of $6,500 and
$33,921,  respectively.

Accounts  receivable consisted of the following for the years ended December 31,
2003  and  2002:

                                                        2003               2002
                                                        ----               ----
    Accounts receivable                          $     22,194     $     299,853
    Less: Allowance for doubtful accounts               6,500             6,606
    Less: Allowance for sales returns and allowances        -            27,315
                                                 -----------      -------------

    Total                                        $     15,694     $     265,932
                                                 ============     =============

NOTE  3    INVESTMENT  IN  MARKETABLE  SECURITIES
-------    --------------------------------------

In  connection  with  a  settlement agreement with ICOA, Inc., the Company owned
1,500,000  shares  of  ICOA, Inc. as of December 31, 2003 (See Notes 14 and 15).
The  Company valued these shares at fair market value as of year-end ($0.083 per
share)  resulting  in  an unrealized gain of $19,500, which is reported as other
comprehensive  income  in  the  consolidated  statement  of  operations  and
comprehensive  income.

NOTE  4   CONVERTIBLE  NOTES  AND  DEBENTURES
-------   -----------------------------------

(A)  Series  2000-A  8%  Convertible  Notes
-------------------------------------------

Effective  January  10,  2000  and  March  15,  2000, the Company entered into a
Securities  Purchase  Agreement  whereby  two buyers agreed to purchase from the
Company  a  total  of  $1,000,000  of  its  Series  2000-A  Eight  Percent  (8%)
Convertible  Notes,  maturing  January  1,  2002,  and  payable  in  quarterly
installments  of  principal and interest 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. The purchase price was $500,000 in cash and
cancellation  of  the  $538,462  of the convertible debentures outstanding as of
December  31,  1999.  Accrued  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

                                        13

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                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                 ----------------------------------------------

for  prices  determined  at  various  dates as defined in the agreement.  During
2001,  $120,000 of the convertible notes was converted to common stock leaving a
remaining  balance  of  $880,000.  None of the outstanding principal balances of
the  convertible  notes  were converted into common stock or repaid during 2002.
During  2003,  $30,000  of the convertible notes was converted into common stock
leaving  a  remaining  balance  of  $850,000.

The  Company  made  interest payments of $289,176 during the year ended December
31,  2002.  No  payment  of  interest  was made in 2003, but the Company accrued
$68,651  of  interest  resulting  in  a  balance of $134,870 of accrued interest
payable  on  this  debenture  as  of  December  31,  2003.

On  February  27, 2002, the maturity date of the outstanding principal amount of
the  Series  -  A  convertible  debentures  was  extended to January 1, 2003. In
consideration  for  the extension, the Company issued a warrant for the purchase
of 1,000,000 shares of common stock at $0.05 per share and an additional warrant
for  the purchase of 1,000,000 shares of common stock at $0.02 per share both of
which  expire  February  22,  2007.  The  Company  recorded  a financing charge,
included as interest expense in 2002, of $13,882 in connection with the warrants
issued.  These  warrants  were  valued  using  the  Black-Scholes pricing model.

The  Series - A convertible debentures were in default and the total outstanding
principal  balance  and  accrued  interest  have  been  classified  as  current
liabilities  on the consolidated balance sheet as of December 31, 2003 and 2002.

(B)  10%  Convertible  Debentures
---------------------------------

In  September  and  November  2000, the Company sold an aggregate of $550,000 of
convertible  debentures payable bearing interest at 10%.  The debentures matured
during  July  2002.  The  debentures  are  convertible  into common stock of the
Company at the lower of 60% of the average market closing price for the ten days
prior to conversion or $.18 per share.  As of December 31, 2003, the Company has
not  repaid  any  of  the outstanding principal balance and the holders have not
converted  any  of the convertible debentures.  Also, the Company has not issued
or  paid  any additional consideration to extend the due date on the convertible
debentures.  Accordingly,  the  debentures  were  in  default  and  the  total
outstanding  principal  balance  and  accrued interest of $90,000 related to the
convertible  debentures  have  been  classified  as  current  liabilities on the
consolidated  balance  sheet  as  of  December  31,  2003.

(C)  10%  Convertible  Notes  Payable
-------------------------------------

On  January  12,  2001,  the Company issued a convertible note for $375,000, due
January 12, 2003 with interest payable quarterly at 10% per annum.  Interest was
payable  in  cash  or  in  common  stock at the holder's option and commenced on
January  12, 2001, continuing until the outstanding principal amount was paid or
duly  provided for.  The note was exchangeable in denominations of not less than
$50,000  amounts  at such times as requested by the holder at a conversion price
for  each  share  of common stock at $0.045 per share.  As of December 31, 2002,
the  unpaid principal balance and accrued interest of the note totaled $375,000.
During  2003,  the  Company  issued  common  stock  for  the balance on the note
($375,000)  plus  accrued  interest  ($90,859).

                                        14

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                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                 ----------------------------------------------

(D)  8%  Convertible  Notes  Payable
------------------------------------

On  May 3, 2001, the Company issued a $500,000, 8% convertible debenture due May
3, 2003.  The debenture is convertible at the lower of 80% of the average of the
ten  lowest closing prices for the Company's common stock for the thirty trading
days  prior  to the closing date of the issuance of the debentures or 80% of the
average  of the ten lowest closing bid prices for the Company's common stock for
the  sixty trading days prior to the conversion dates.  Any individual holder of
the  convertible  debentures  cannot  convert  if the conversion would result in
their  holding  more  than  4.99% of the Company's issued and outstanding common
stock.  The  convertible  debenture is collateralized by 2,000,000 shares of the
Company's  common  stock  owned  by  the  Company's  CEO.  In  addition  to  the
convertible  debenture,  the  Company  issued  the  holder a warrant to purchase
1,000,000  shares  of  the  Company's common stock at 110% of the average of the
three  lowest  closing bid prices of the ten closing bid prices of the Company's
common  stock,  prior  to  closing on May 3, 2001 (or $0.06196 per share) and is
exercisable  until  May  3,  2006.  During  2002,  $16,228  of  the  convertible
debentures  was  converted  into  common  stock  leaving  a remaining balance of
$483,772. Accrued interest payable on this debenture was $319,385 as of December
31,  2003.

On  December  18,  2001, the Company issued a $250,000, 8% convertible debenture
due  December 18, 2003.  The debenture is convertible at the lower of 80% of the
average  of the ten lowest closing prices for the Company's common stock for the
thirty  trading days prior to the closing date of the issuance of the debentures
or  80%  of  the  average of the ten lowest closing bid prices for the Company's
common  stock  for  the  sixty  trading  days prior to the conversion dates.  In
addition,  the  Company  issued  a  warrant  to  purchase  600,000 shares of the
Company's  common stock at an adjustable purchase price based on the fair market
value  of  the  Company's  common stock.  Accrued interest on this debenture was
$41,667  as  of  December  31,  2003.

On  August  7,  2003,  the  Company  reached an agreement with the institutional
investor  holding  the 8% convertible notes to be paid in full over a three-year
term.  As  part  of  the agreement, it was agreed that no further conversions of
the  debt and accrued interest thereon into shares of common stock will be below
the  agreed upon conversion price.  The conversion price per share, with respect
to an aggregate of the first $495,238 of the outstanding principal, shall be the
higher  of  75% of the average of the ten lowest closing prices of the Company's
common  stock  or  $0.10  per  share.  Effective  immediately upon the Company's
irrevocable payment in full of $495,238 of the principal balance, the conversion
price  per  share  shall  be  the higher of 75% of the average of the ten lowest
closing  bid  prices  of  the  Company's  common  stock or $0.02 per share.  The
Company is also required to file a proxy statement, hold a stockholders' meeting
and  increase  the authorized shares to no less than 300,000,000 shares prior to
any  future  share  conversions. Immediately following the increase in the total
number  of  authorized shares, the Company will complete a conversion of $75,000
in  outstanding principal to common stock at a price equal to 75% of the average
closing  bid  price  for the Company's common stock for the twenty days prior to
the  date  of  such conversion. Commencing August 1, 2003, and continuing on the
first day of each succeeding month thereafter until January 1, 2007, the Company
agreed  to  pay  $25,000  in  cash  per  month toward the outstanding debt until
January  1,  2007, if not settled sooner due to conversions.  As of December 31,
2003,  no  interest  expense  for beneficial conversion has been recorded due to
contingencies  based  upon  the  Company's  increase  in  authorized shares.  As
additional consideration for the amendment of the original convertible debenture
agreement  and  extension  of  the due date, the Company issued a warrant to the
institutional  investor

                                        15

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                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                 ----------------------------------------------

for  the  purchase  of  1,000,000  shares of common stock at a purchase price of
$0.10  per  share  expiring August 2006.  The fair value assigned to the warrant
amounted  to  $0  and was determined using the Black-Scholes pricing model.  The
Company  estimates  the fair value of the warrant at the grant date by using the
Black-Scholes  option  pricing  model  with  the  following  weighted  average
assumptions  used  for  this  grant;  no  dividend yield for all years; expected
volatility  of  4%;  risk-free  interest  rate  of 2%, and an expected life of 3
years.  Due  to default on the payments under the terms of this agreement by the
Company,  the  conversion  price  per share reverted to the conversion price set
forth  in  the  original  notes.  Since the notes are in default, they have been
classified  as  current  liabilities.

(E)  7%  Convertible  Notes  Payable
------------------------------------

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.  As
of  December  31, 2003, the lenders have not demanded payment of the outstanding
principal  balance  and  accrued  interest thereon.  Accrued interest payable on
these  notes  was  $32,423  and  $34,263  as  of  December  31,  2003.

(F)  Debt  Fees
---------------

During the years ended December 31, 2003 and 2002, the Company issued 14,632,453
shares and 9,175,000 shares, respectively, of its common stock to the holders of
the  convertible  debentures  for  payment  of late fees and other charges.  The
value  of  the  late  fees  and  other  charges  totaled  $299,341  and $60,041,
respectively,  which was computed based on the market prices of the common stock
on  the  applicable  payment  date  and  is  included in interest expense on the
accompanying  consolidated  statement of operations for the years ended December
31,  2003  and  2002.

(G)  Summary
------------

The  following  schedule  reflects  convertible  notes  and  debentures  as  of
December  31,  2003  and  2002  (in  order  of  due  date):

<TABLE>
<CAPTION>
<S>                                                           <C>         <C>
                                                                    2003        2002
                                                              ----------  ----------
8% convertible debenture, unsecured,
due January 1, 2003
(net of conversions of $30,000
and $120,000) (A). . . . . . . . . . . . . . . . . . . . . .  $  850,000  $  880,000

10% convertible debenture, unsecured,
due July 2002 (A). . . . . . . . . . . . . . . . . . . . . .     550,000     550,000

10% convertible note payable, unsecured,
due January 12, 2003 (net of conversions of $375,000 and $0)           -     375,000

8% convertible note payable, secured
by 2,000,000 shares of the Company's
common stock owned by the Company's
CEO, due May 3, 2003 (A) . . . . . . . . . . . . . . . . . .     483,772     483,772
</TABLE>

                                        16
<PAGE>


                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                 ----------------------------------------------

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

8% convertible note payable, unsecured,
due December 18, 2003 (A). . . . . . . . . . . . . . . . . .     250,000     250,000

7% convertible note payable, unsecured
due on demand. . . . . . . . . . . . . . . . . . . . . . . .      49,500      49,500

7% convertible note payable, unsecured,
due on demand. . . . . . . . . . . . . . . . . . . . . . . .      52,500      52,500
                                                              ----------  ----------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $2,235,772  $2,640,772
                                                              ==========  ==========
</TABLE>



(A)  In  default  as  of  December  31,  2003.

NOTE  5   NOTES  PAYABLE
-------   --------------

On  February 28, 2003, the Company issued two promissory notes in the amounts of
$700,000  and $250,000 to two investors, respectively, for repayment of advances
received  during  2000.  Previously,  these  amounts  were  included in advances
payable on the balance sheet.  The notes accrue interest of 8% per annum and are
due  90 days after a written demand from the investors.  As of December 31 2003,
the investors have not submitted any written demands for payment of these notes.
Accrued  interest  payable on these notes was $46,667 and $16,667, respectively,
as  of  December  31,  2003.

On June 4, 2003, the Company issued a promissory note guaranteed by the CEO with
an  effective  interest  rate  of  21% in the amount of $545,000 to an unrelated
investor.  The proceeds from this note were used to acquire inventory.  The note
payable  was  due  July18, 2003, however, the Company repaid the total principal
balance  as  of August 26, 2003.  The Company did not record any default or late
fees  because  the  unrelated investor waived its rights under the provisions of
the  promissory  note.  The  Company also paid commitment fees totaling $35,000,
which has been included in interest expense during year ended December 31, 2003.
On  August  21,  2003,  the  Company  issued  a promissory note in the amount of
$327,000  to  the same investor.  The proceeds of this note were used to pay the
remaining  balance  due to a vendor under a previous financing arrangement.  The
note  was  non-interest bearing to the date of maturity, September 30, 2003, and
upon default the note bears interest at 20% per annum from the default date.  As
of  September  30,  2003,  the Company was unable to repay the debt.  Therefore,
subsequent  to  this  date,  the Company is accruing interest on the note at the
rate  of  20% per annum until paid in full.  The Company has accrued interest in
the  amount of $12,408 as of December 31, 2003.  The Company has repaid $141,000
as of December 31, 2003, leaving an unpaid balance of $186,000. The Company also
paid  commitment  fees  totaling  $21,000,  which  has been included in interest
expense  for  the  year  ended  December  31,  2003.

The  following schedule reflects notes payable as of December 31, 2003 and 2002:

<TABLE>
<CAPTION>
<S>                            <C>         <C>
                                     2003         2002

8% note payable, unsecured,
due 90 days after demand. . .  $  700,000  $700,000(*)
8% note payable, unsecured,
due 90 days after demand. . .     250,000   250,000(*)
20% note payable, personally
guaranteed by CEO, due
September 30, 2003. (A) . . .     186,000            -
                               ----------  -----------
Total . . . . . . . . . . . .  $1,136,000  $   950,000
                               ==========  ===========
</TABLE>


                                        17
<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                 ----------------------------------------------


*Included  in  advance  payable on December 31, 2002 balance sheet as previously
reported.

(A)  In  default  as  of  December  31,  2003.

NOTE  6    RELATED  PARTY  TRANSACTIONS
-------    ----------------------------

The  Company's chief executive officer has loaned various amounts to the Company
to meet operating cash flow requirements and has unpaid compensation due to him.
The  balances  due to him were $178,023 and $293,681 as of December 31, 2003 and
2002,  respectively.

During  the  year ended December 31, 2003 and 2002, the Company issued 2,500,000
and  2,400,000  shares,  of  its common stock to the chief executive officer for
payment  of $25,000 and $48,000, respectively, of the outstanding amounts due to
him.  The  value  of the stock issued to the officer was computed based upon the
closing  market  prices  of  the  common  stock  on the applicable payment date.

On  November  20, 2003, the Company's chief executive officer received 1,000,000
shares  of  the  Company's investment in marketable securities in ICOA, Inc. for
partial  settlement  of advances and accrued expenses due to him.  The Company's
basis  in  the  1,000,000 ICOA shares was $70,000, but he applied $90,000 to the
Company's  payable  to  him  for  these  securities  (See  Note  14).

NOTE  7   COMMON  STOCK
-------   -------------

During  the year ended December 31, 2003 the Company issued 32,610,285 shares of
common  stock  as  payment  of outstanding principal and accrued interest on its
convertible  debt,  14,632,453  shares  for  debt  fees and penalties, 2,500,000
shares as payment of outstanding amounts due to the chief executive officer (See
Note  6)  and  9,850,000  shares  for  services.  The value of the shares issued
totaled  $579,298,  $299,341,  $25,000  and  $98,500,  respectively,  which  was
computed  based  upon  the  terms stated in the applicable convertible debenture
agreements  and  on  the  closing  market  prices  of  the  common  stock on the
applicable  payment date.  In addition, during 2003 the Company issued 2,500,000
shares  of  common stock relating to the conversion of Series A Preferred Stock.

During  the year ended December 31, 2002, the Company issued 3,187,500 shares of
common  stock  in  lieu of compensation for consulting and professional services
performed.  The  value  of  the  consulting  and professional services performed
totaled approximately $124,375, which was computed based upon the closing market
prices  of  the  common  stock  on  the  applicable  payment  dates.

During  the year ended December 31, 2002, the Company issued 5,270,476 shares of
common  stock in lieu of compensation, salaries and bonuses to employees.  Total
value of the compensation, salaries and bonuses was $137,764, which was computed
based  upon  the  closing  market  prices  of the common stock on the applicable
payment  dates.


                                        18
<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                 ----------------------------------------------

During the year ended December 31, 2002, the Company issued 18,005,790 shares of
common  stock  for  the payment of outstanding principal and accrued interest on
its  convertible  debt.  The  common  stock  issued  was  to relieve $16,019 and
$289,388  of  outstanding  principal  and  accrued  interest,  respectively.
Conversion  prices  are based upon the terms stated in the convertible debenture
agreements  (see  Notes 10 and 11).  The Company also issued 9,175,000 shares of
common  stock  for  payment  of  late  fees  and  other  charges relating to the
convertible  debentures.  The  value  of the late fees and other charges totaled
$60,041,  which  was  computed  based on the closing market prices of the common
stock  on the applicable payment date and is included in interest expense on the
accompanying  consolidated  statement  of operations for the year ended December
31,  2002.

NOTE  8   PREFERRED  STOCK
-------   ----------------

(A)  Series  A
--------------

The Company had outstanding 1,209,559 and 3,709,559 shares of Series A Preferred
Stock  as  of  December 31, 2003 and 2002, respectively.  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.

During  the  year  ended  December  31,  2002,  the Company issued 2,500,000 and
565,000  shares  of  its  Series  A  Preferred Stock to a consultant and certain
employees,  respectively.  Total  value  of  the  preferred  stock issued to the
consultant  totaled  $75,000,  which was valued based upon its conversion rights
into  the  Company's common stock (one for one) on the applicable payment dates.
The  total  value of the preferred stock issued to employees as compensation was
$16,950, based upon its conversion rights into the Company's common stock on the
applicable  payment  dates.  On  April  4,  2003,  2,500,000  shares of Series A
Preferred  Stock were converted into the Company's common stock on a one for one
basis.  On  June  28,  2002,  18,774  shares  of  Series  A Preferred Stock were
converted  into  the  Company's  common  stock  on  a  one  for  one  basis.

(B)  Series  B
--------------

The  Company  had  outstanding 2,000 shares of $100 par value Series B Preferred
Stock  as  of  December  31, 2003 and 2002.  Upon the event that Digital reports
positive  net  income  for  one calendar quarter, the Series B stockholders 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.  The Company did not pay or accrue any dividends on its common
stock  and  Series  B  Preferred  Stock  during  2003  and  2002.


                                        19
<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                 ----------------------------------------------


NOTE  9    STOCK  BASED  COMPENSATION  AND  STOCK  OPTION  PLANS
-------    -----------------------------------------------------

(A)  Stock  Option  Plans
-------------------------

The  Company  has a 2000 Omnibus Stock Option Plan (the "Plan") that governs two
separate  stock  options  plans including The Incentive Stock Option Plan ("Plan
A")  and  The  Nonstatutory  Stock  Option  Plan  ("Plan  B")  both of which are
effective  until  May  30,  2010.  The  Board of Directors administers the Plan.
Under the Plan, the Company may grant options up to 10% of the outstanding stock
on June 1 of each such Plan year.  The exercise price can range from 50% to 100%
of  the  fair  market  value of the Company's common stock on the date of grant.
The  Board of Directors, with certain additional restrictions, may fix terms and
the  vesting  period.  During  the  years  ended  December 31, 2003 and 2002, no
options  were  issued  under  the  Plan.

(B)  Stock  Options  and  Warrants
----------------------------------

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

The  Company's  Board  of  Directors has granted non-qualified stock options and
warrants  to  officers,  directors, employees and investors of the Company.  The
following is a summary of activity under these stock options plans for the years
ended  December  31,  2003  and  2002.

<TABLE>
<CAPTION>
<S>                   <C>               <C>                   <C>
                      Non-Employee      Weighted Average
                      Employee Options  Options and Warrants  Exercise Price
                      ----------------  --------------------  ---------------

Options Outstanding,
December 31, 2001. .           250,000             1,600,000  $           .07
Granted. . . . . . .                 -             2,000,000  $           .04
Exercised. . . . . .                 -                     -  $             -
Cancelled. . . . . .                 -                     -  $
                      ----------------  --------------------  ---------------

Options Outstanding,
December 31, 2002. .           250,000             3,600,000  $           .05
Granted. . . . . . .                 -                     -  $             -
Exercised. . . . . .                 -                     -  $             -
Cancelled. . . . . .                 -                     -  $             -
                      ----------------  --------------------  ---------------

Options Outstanding,
December 31, 2003. .           250,000             3,600,000  $           .05
                      ================  ====================  ===============
</TABLE>

For  all  options and warrants granted in 2002, the approximate weighted average
fair  value  of  the grants at market was $.01.  The fair value of the 2,000,000
options  and  warrants issued above was $13,882.  The weighted average remaining
life  of all options and warrants as of December 31, 2003, was approximately 2.8
years.  As  of December 31, 2003, all options were fully vested and exercisable.



                                        20
<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                 ----------------------------------------------

If  not  previously exercised, options outstanding as of December 31, 2003, will
expire  as  follows:

<TABLE>
<CAPTION>
<S>                       <C>                        <C>              <C>      <C>
                                                     Weighted Average      Number of
Year Ending December 31,  Range of Exercise Prices   Exercise Price        Shares
                              High           Low
-----------------------   --------       -------  ------------          ----------
2004 . . . . . . . . . .  $    .22       $   .22  $        .22             250,000
2004 . . . . . . . . . .  $    .03       $   .03  $        .03             600,000
Thereafter . . . . . . .  $    .06       $   .02  $        .04           3,000,000
                                                                        ----------
                                                                         3,850,000
                                                                        ==========
</TABLE>

NOTE  10  INCOME  TAXES
--------  -------------

No provision for Federal and state income taxes has been recorded as the Company
has  net  operating  loss  carryforwards  to offset any net income for the years
ended December 31, 2003 and 2002.  As of December 31, 2003 and 2002, the Company
had  approximately  $16,400,000  and  $15,500,000  of  net  operating  loss
carryforwards, respectively, for federal income tax reporting purposes available
to  offset  future taxable income expiring on various dates through 2023.  Under
the  Tax  Reform  Act  of  1986,  the amounts of and benefits from net operating
losses  and capital losses carried forward may be impaired or limited in certain
circumstances.  Events,  which  may  cause  limitations  in  the  amount  of net
operating  losses that the Company may utilize in any one year, include, but are
not limited to, a cumulative ownership change of more than 50% over a three-year
period.

Deferred  tax  assets  as of December 31, 2003 and 2002 consist primarily of the
tax  effect of net operating loss carryforwards, which amounted to approximately
$5,576,000  and  $5,310,000,  respectively.  Other  deferred  tax  assets  and
liabilities  are  not  significant.  The  Company  has provided a full valuation
allowance  on the deferred tax assets as of December 31, 2003 and 2002 to reduce
such  deferred  income tax assets to zero, as the realization of such amounts is
not  considered  more  likely  than  not.

NOTE  11  RISKS  AND  UNCERTAINTIES,  CONCENTRATION  OF  BUSINESS
--------  -------------------------------------------------------

The  Company's customers and vendors are principally in the United States 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.  The Company had one customer,
which  accounted  for  approximately 12% and 15% of total revenues for the years
ended  December  31,  2003 and 2002, respectively.  Sales from the Company's top
three customers totaled approximately 24% and 26% respectively, of total revenue
for  the  years  ended  December  31,  2003  and  2002.

NOTE  12  BASIC  AND  DILUTED  EARNINGS  PER  SHARE
--------  -----------------------------------------

Basic  and  diluted earnings per share for the years ended December 31, 2003 and
2002  are  computed  as  follows:



                                        21
<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                 ----------------------------------------------


<TABLE>
<CAPTION>
<S>                                       <C>            <C>
                                                  2003           2002
                                          -------------  ------------
Basic:
Net income (loss) from
   continuing operations . . . . . . . .  $ (1,473,241)  $    139,572
  Gain on previously written off assets
    from discontinued operations . . . .       335,033              -
                                          -------------  ------------
Net income (loss). . . . . . . . . . . .  $ (1,138,208)  $    139,572
                                          =============  ============

Weighted average shares outstanding. . .   184,880,115    113,892,648
                                          =============  ============
Net income (loss) from
   continuing operations . . . . . . . .  $      (0.01)  $          -
                                          =============  ============
Net income (loss) from
   discontinued operations . . . . . . .  $          -   $          -
                                          =============  ============
Net income (loss) per common share . . .  $      (0.01)  $          -
                                          =============  ============
Diluted:
Net income (loss). . . . . . . . . . . .  $ (1,138,208)  $    139,572
Interest expense add back. . . . . . . .            (A)       288,436
                                          -------------  ------------
Adjusted net income (loss) . . . . . . .  $ (1,138,208)  $    428,008
                                          -------------  ------------

Weighted average shares outstanding. . .   184,880,115    113,892,648
Plus:
Conversion of preferred stock -
   Series A to common stock. . . . . . .            (A)     3,189,739
Conversion of preferred stock -
   Series B to common stock. . . . . . .            (A)     5,882,353
Conversion of debt to common stock . . .            (A)    70,468,750
Dilutive effect of warrants issued
   during fiscal 2002. . . . . . . . . .            (A)       333,333
                                          -------------  ------------
Diluted weighted average common shares .   184,880,115    193,766,823
                                          =============  ============
Diluted earnings per share . . . . . . .  $       (.01)  $          -
                                          =============  ============
</TABLE>


                                       22


(A)     For  the  year ended December 31, 2003, these items were not included in
the  diluted  loss  per  share  calculation  because  the effect would have been
anti-dilutive.

NOTE  13  COMMITMENTS  AND  CONTINGENCIES
--------  -------------------------------

(A)  Office  Lease
------------------

The  Company  currently  rents its office and facility space on a month to month
basis.  The  monthly rental cost which includes utilities, trash and security is
approximately  $5,000  per month.  Rent expense for the years ended December 31,
2003  and  2002  amounted  to  $160,612  and  $155,934,  respectively

(B)  Litigation
---------------

In  February 2003, James Schwartz and Joyce Schwartz as Trustees of the Schwartz
Family  Trust  ("Schwartz")  filed  an  action  against  Go  Online  Networks
Corporation,  Digital  West  and Digital West's former president Andrew Hart for
Fraudulent  Conveyance  of  Property and Setting Aside a Transfer of Assets.  As
against  Go  Online  and  Digital  West  the  action seeks an order (i) that the
agreement  by  which  Go Online purchased Digital West's stock be declared void,
(ii) that the transfer of Schwartz' purported 49% interest in Digital West to Go
Online  be  declared  void and (iii) that the releases of $881,000 in promissory
notes  from  Digital  West  to  Schwartz  which  were  part of the stock sale be
declared  void.  The action is based on allegations that Hart (who was Schwartz'
son-in-law  at  the  time)  forged  Schwartz'  signature  on  the Stock Purchase
agreement  and that Go Online knew or should have known about the forgery.  Hart
denies  any  forgery.  This  matter  is  presently  in the discovery stage.  The
Company believes that this matter will not result in any liability or obligation
of  the  Company and that the most likely outcome is potential liability of Hart
to  the


                                        22
<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                 ----------------------------------------------

Company  and/or Schwartz.  The Company is vigorously prosecuting a counter claim
against Hart and defending any claims by Schwartz.  The trial in this matter was
set  for  March  29, 2004, but the date was recently vacated and the case stayed
because  Hart  filed  Chapter  7  Bankruptcy.  A  hearing  is set in May 2004 to
determine  whether  the  case should be set for trial.  In addition, the Company
received from Schwartz' counsel a written demand that Digital West pay $881,000,
which  Schwartz  contends is due under a later consolidated promissory note from
Digital  West.  The  Company was not previously aware of this consolidated note.
However,  based  on  the  records  of Digital West, it appears that Schwartz may
already  have  been  paid  on  this  note.

NOTE  14  DISPOSAL  OF  KIOSK  BUSINESS  AND  RELATED  ASSETS
--------  ---------------------------------------------------

During  December 2001, the Company sold its kiosk business and related assets to
ICOA,  Inc. ("ICOA"). Consideration received included a warrant in the amount of
$100,000  allowing the Company to convert the $100,000 warrant into common stock
of  the  entity  that  acquired  the kiosk business and assets.  The warrant was
convertible  into  the  number  of shares of common stock of the entity based on
exchanging  the  $100,000  for  common shares at 75% of market value at any time
after  December  18,  2001.  The  Company  recorded  the value of the warrant at
$133,333.  In  addition  to  receiving the warrant, the Company loaned the buyer
$100,000  and  included  a  financing charge of $50,000 for a total of $150,000.
The  loan  was a convertible note, convertible to common stock on the same basis
as  the  warrant  listed  above,  bore interest at 8% and matured June 30, 2002.
Because  of  the  financial condition of the buyer, the Company had impaired the
value  of  the  warrants  in  their  entirety  and  provided  an  allowance  for
collectability  of  the  note  for  $100,000  in  2001.  The  remaining  $50,000
financing charge offset the deferred financing costs incurred in connection with
the  acquisition  of  the  funds  used  to  make  the  loan.

On  November  20, 2003, the Company settled ongoing litigation it had with ICOA.
In  the  settlement  with  ICOA, the Company was entitled to 3 million shares of
ICOA  stock and a note receivable in the amount $20,000, which bears interest at
6%  and  was  due and payable in 90 days, but had an extension of 90 days during
which  interest is 12%.  Thereafter, the note bears interest at the default rate
of 18% until paid.  The 3 million were issued as follows: (1) one million shares
were  issued  to  the  Company's  legal  counsel  who  applied 500,000 shares as
consideration  for  accrued  legal  services  in the amount of $39,780 (proceeds
received  from sale).  Since the fair value of the 500,000 shares was $35,000 at
the  date  of settlement, the Company realized a $4,780 gain.  The attorney then
sold  the  other 500,000 shares subsequent to year-end and remitted the proceeds
of $43,462 to the Company, which will realize a gain of $8,462 in 2004.  (2) One
million shares were issued to the Company's chief executive officer who accepted
the  shares  as  partial payment for advances and accrued expenses due to him in
the  amount  of  $90,000.  Since the fair value of the shares was $70,000 at the
date  of settlement, the Company realized a $20,000 gain.  (3) The remaining one
million  shares  were  issued  in the Company's name and were sold subsequent to
year-end  (See  Note  15).  In  addition, the Company also received a warrant to
purchase  up  to 2 million shares of ICOA stock with a strike price of $.045 per
share. The Company estimated the fair value of this warrant at the date received
by  using the Black-Scholes option-pricing model with the following assumptions:
no  dividend  yield;  expected volatility of 162%; risk-free interest rate of 2%
and  an  expected life of 1.5 years, resulting in a fair value of $105,033.  The
$20,000  note  receivable, the investment in 3 million shares of ICOA stock, the
warrant  to  purchase 2 million shares of ICOA stock and subsequent dispositions
of the ICOA stock in 2003, have all been recorded on the books of the Company as
of  December  31,  2003  (See  Notes  6  and  15).


                                        23
<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                 ----------------------------------------------


Upon  receiving  the  settlement from ICOA, the Company recognized a gain on the
assets  previously  written  off  of  approximately  $335,000,  in  2003.  As of
December  31,  2003,  the  Company owned 1,500,000 shares of ICOA that have been
accounted  for as marketable securities available for sale (See Notes 3 and 15).

NOTE  15  SUBSEQUENT  EVENTS
--------  ------------------

During  January  2004,  the  Company  sold 1 million shares of its investment in
marketable  securities  of ICOA, for aggregate proceeds of $78,389.  On February
13,  2004,  the Company received proceeds of $43,462 from its legal counsel, who
sold  the  Company's  remaining  500,000  shares  of  ICOA that were held by the
Company's  attorney  as  of  December  31,  2003.

On April 2, 2004, the Company increased its authorized shares of common stock to
850,000,000 shares at $.001 par value.