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,  2002

     [    ]  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)


          9320  Mason  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.  $12,346,558

     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.)

     $2,577,180  based  on  the  closing price for the common stock on March 27,
2003.



<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,  2002,  there were 137,617,656 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  of  these products with approximately 34,620 items
being  refurbished  and  $12,346,558 in revenues from the sale of those products
during  the  fiscal  year ended December 31, 2002 and approximately 15,000 items
refurbished and $6,128,555 in revenues for those refurbished products during the
fiscal  year  ended  December  31,  2001.

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

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

Operations

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

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

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

Management  Information  Systems

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

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

Customers  and  Suppliers

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

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

<PAGE>

COMPETITION

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

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

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

SALES  AND  MARKETING

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

OUR  BACKGROUND

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

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

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

<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, President
of  Digital West.  We were introduced to Digital West as a potential acquisition
by  one  of our contacts, and entered into arms-length discussions with Mr. Hart
to  acquire  Digital  West.  We determined that the business would be profitable
for  Go  Online and its shareholders.  Although no fairness opinion was obtained
in  connection  with  the transaction, the purchase price was determined in good
faith  arms-length negotiations between the companies and was based upon (1) the
amount  of  outstanding  payables  for  Digital West, (2) the market price of Go
Online's  stock  issued  in the transaction on a performance only basis, and (3)
the perceived future potential performance for Digital West based upon a key new
relationship  for  refurbishing.  As  set  forth in our financial statements, Go
Online  acquired approximately $723,235 in assets in the acquisition and assumed
liabilities  approximating  $800,000  (which  were paid off in the transaction).
Other  liabilities  of  Digital West for related parties in excess of $2,200,000
were  terminated  on  the  date  of  the  transaction.

     On  September  26,  2000,  we  entered  into  An  Agreement  and  Plan  of
Reorganization  with  NetStrat,  Inc.,  an inactive corporation with unused cash
assets  of  $700,000.  Also  on September 26, 2000, we entered into An Agreement
and  Plan  of  Reorganization  with  Amer  Software,  Inc.,  another  inactive
corporation  with  unused  cash  assets  of  $250,000.  In  accordance  with the
agreements,  we  agreed to issue and register shares of our common stock for the
shareholders  of Amer and NetStrat.  In accordance with that agreement, we filed
an  S-4 registration statement and sought to complete the transaction.  The cash
assets  were  advanced from NetStrat and Amer to the Company.  In December 2001,
we  determined  that  completion  of the acquisitions was no longer feasible and
terminated  the  agreements.  The  cash 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,  we  sold  our kiosk business and related assets to
ICOA,  Inc.  We  received  a  warrant  in  the amount of $100,000 allowing us to
convert  the  $100,000  warrant  into  common  stock  of  ICOA.  The  warrant is
convertible  into  the  number  of  shares  of  common  stock  of  ICOA based on
exchanging  the  $100,000  for  common shares at 75% of market value at any time
after December 18, 2001.  We recorded the value of the warrants at $133,333.  In
addition  to  receiving  the  warrants,  we  loaned ICOA $100,000 and included a
financing  charge of $50,000 for a total of $150,000.  The loan is a convertible
note,  convertible  to  common  stock  on  the same basis as the warrants listed
above,  with interest at 8% and matures June 30, 2002.  Because of the financial
condition  of  ICOA, we have impaired the value of the warrants in its' entirety
and  provided  an  allowance  for  collectibility of the note for $100,000.  The
remaining  $50,000  financing  charge  has  reduced the deferred financing costs
obtained  in connection with the acquisition of the funds used to make the loan.
The  $233,000  impairment  and  allowance have been included in the accompanying
Statement  of  Operations  as  a  part  of  the loss on disposal of discontinued
operations.

<PAGE>

RESEARCH  AND  DEVELOPMENT

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

EMPLOYEES

     As  of  December  31,  2002,  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, 2002, the Digital West subsidiary of Go Online had
36  full  time  employees.  Of  these  employees,  four  work  in Digital West's
administrative  division,  two  in  sales,  one  in  purchasing, one in customer
service,  eleven  in  technical  support,  twelve  in  Digital  West's warehouse
facility,  two  in  shipping  and  three  in receiving. None of our employees is
covered  by  any  collective bargaining agreement. We believe that our relations
with  our  employees  are  good.

ITEM  2  -  DESCRIPTION  OF  PROPERTY

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

     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

     We  presently  are  not  involved  in  any  material  legal  proceedings.


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

None



<PAGE>

                                    PART  II


ITEM  5  -  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

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

                                       Closing  Prices
      Year          Period                               High      Low

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

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

     The  number  of  beneficial holders of record of our common stock as of the
close  of  business  on  December 31, 2002 was approximately 16,015. 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  12,  2001,  we  issued  a  $1,000,000  face amount convertible
promissory  note due January 12, 2003 to Triton Private Equities Fund, L.P This
note  was  revised  in  March  2001 to reflect $705,882.35 payable to Triton and
$294,117.65  payable  to Eiger Companies, Ltd.  Interest is payable on the notes
at  the  rate  of  ten percent per annum, with quarterly installments in arrears
with the first payment payable March 31, and each quarter thereafter until paid.
Interest  is payable in cash or in common stock at the holder's option and shall
commence on January 12, 2001 and continue until the outstanding principal amount
has  been  paid or duly provided for.  The note is exchangeable in denominations
of  not less than $50,000 amounts at such times as requested by the holder.  The
conversion  price  for  each  share  of  common stock shall be $0.045 per share.
These  notes  were  extended  by  mutual  agreement in January 2001 and again in
January  2002  until  January 10, 2003.  The sale of these convertible notes was
completed  in  privately  negotiated transactions without any public offering or
solicitation  in  accordance with Section 4(2) of the Securities Act of 1933, as
amended.

     On  March  8,  2001,  we issued 500,000 shares of our common stock to Kerry
Head,  for  consulting  services  in  the  areas of corporate image advertising,
business  development  and  business strategy.  We also issued 500,000 shares of
our  common  stock  to  Dick  Walker for consulting services regarding strategis
business  plans,  strategy and negotiations with potential business partners and
indentifying  merger  candidates.  In  addition, we issued 192,000 shares of our
common  stock  to  Gary Stein in leiu of commissions with respect to the sale of
goods  to Costco Wholesale company.  These shares were valued at $.07 per share.
We  also  issued  to  Kerry Head, in connection with his consulting agreement, a
warrant for 500,000 shares exercisable at $0.15 per share, a warrant for 500,000
shares  exercisable  at  $0.25  per  share  and  a  warrant  for  500,000 shares
exercisable  at  $0.35  per  share.  These  shares  and the shares issuable upon
exercise  of the warrants were registered for resale in a Registration Statement
on  Form  S-8.

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

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

     On  June  4, 2001, we issued 1,310,000 shares to Cutler Law Group for legal
services  valued  at  $.05  per  share.  We also issued 2,510,000 shares to Mick
Schumacher for financial consulting and advisory and accounting services as well
as  salary  debt  relief  valued at $.05 per share. We also issued 40,000 shares
valued  at  $.10 per share, to Peter Nosek for consulting services in connection
with  the  sale of Go Online's Kiosk business in Indiana and Ohio.  In addition,
we  issued  20,000  shares  valued  at  $.10 per share, to Gary Stein in lieu of
commissions with respect to the sale of goods to Costco Wholsale company.  These
shares  were  registered  for  resale  in  a Registration Statement on Form S-8.

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

<PAGE>

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

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

     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.

<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  2002  were
approximately  $12.3 million.  The  company operates out of a 24,000 square foot
facility  currently  employing  in approximately 31 people.  The core of Digital
West's  business is to contract with major retail entities and computer hardware
manufacturers  to  refurbish computer products returned to retail establishments
by  customers.  The  products  are  re-engineered  or  refurbished  to  factory
specifications  by  Digital  West's  factory trained certified technicians.  The
computer  products  including  hard drives, CD ROMs, monitors, printers, circuit
boards,  CD  writers,  DAT  drives are then resold into the secondary market and
service  channels.  Digital  West  deals  with  many  manufacturers to ensure an
ability  to  handle any and all customer's requests for programs such as repair,
part  sales  and  advance  exchanges.

Results  of  Operations

Fiscal  year  ended December 31, 2002 compared to fiscal year ended December 31,
2001

     Our  net income during the fiscal year ended December 31, 2002 was $139,572
compared  to  a  net loss of ($3,407,395) for 2001 a substantial tournaround and
increase  of  $3,546,967.  Our 2002 profit reflects more than a 100% increase in
revenues  at  the  same  time  as a $923,612 decrease in operating expenses. The
decrease  in  operating  expense  was  many  due  to  a write-off of $749,055 in
goodwill  from  a  discontinued  operation  in  2001.

     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 $6,128,555 for
the fiscal year ended December 31, 2001. This reflects an increase of $6,218,003
or approximately 100%, which followed a 667% increase in revenues during 2001 as
compared  with 2000. This is entirely reflected by the increase in operations at
Digital  West  and  the  inclusion  of substantially increased business. Cost of
goods  sold  increased  from  $5,651,692 in fiscal 2001 to $10,075,838 in fiscal
2002.

     Expenses  for the year ended December 31, 2002 were $1,729,725, compared to
$1,904,282 for the fiscal year ended December 31, 2001, primarily as a reduction
in  salaries  and  a decrease in amortization of old business.  Other income and
expenses  for the year ended December 31, 2001 included the one-time expense for
write  off  of  goodwill  reflected  above.


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

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

<PAGE>

     For  the fiscal year ended December 31, 2001, we had revenue of $6,128,555,
almost all of which was generated by Digital West.  This is compared to $798,596
for  the  fiscal  year  ended  December  31, 2000.  This reflects an increase of
$5,329,959,  a  667%  increase  in  revenues.  This is entirely reflected by the
increase  in  operations  at  Digital  West  and  the inclusion of substantially
increased  business.  Cost  of goods sold increased from $653,097 in fiscal 2000
to  $4,890,953  in  fiscal  2001.

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


Liquidity  and  Capital  Resources

     As  of  December  31,  2002,  we  had  assets  of  $1,597,297,  compared to
$1,698,141  as  of  December 31, 2001. This change was attributable primarily to
changes  in  inventory  and other assets in our Digital West division, which was
offset  by  an  increase  in  available  cash.

     Our  current  liabilities increased from $4,630,998 at December 31, 2001 to
$5,380,048  at  December  31,  2002,  and  a substantial increase in the current
portion  of  our  outstanding convertible debentures. Total liabilities actually
decreased , from $6,401,880 as of December 31, 2001 to $5,380,048 as of December
31,  2002.

     At  December 31, 2002, our stockholders' deficit was $3,782,751 as compared
to  $4,703,739  at  December  31,  2001.

     We  made  no  material  capital  expenditures  during the fiscal year ended
December  31,  2002.

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

     On  March  8,  2001,  we issued 500,000 shares of our common stock to Kerry
Head,  for  consulting  services  in  the  areas of corporate image advertising,
business development and business strategy. We also issued 500,000 shares of our
common stock to Dick Walker for consulting services regarding strategis business
plans,  strategy  and  negotiations  with  potential  business  partners  and
identifying  merger  candidates.  In  addition,  we issued 192,000 shares of our
common  stock  to  Gary Stein in lieu of commissions with respect to the sale of
goods to Costco Wholsale company. These shares were valued at $.07 per share. We
also  issued  to  Kerry  Head,  in  connection  with his consulting agreement, a
warrant for 500,000 shares exercisable at $0.15 per share, a warrant for 500,000
shares  exercisable  at  $0.25  per  share  and  a  warrant  for  500,000 shares
exercisable  at  $0.35  per  share.  These  shares  and the shares issuable upon
exercise  of the warrants were registered for resale in a Registration Statement
on  Form  S-8.

     On  June  4, 2001, we issued 1,310,000 shares to Cutler Law Group for legal
services  valued  at  $.05  per  share.  We also issued 2,510,000 shares to Mick
Schumacher for financial consulting and advisory and accounting services as well
as  salary  debt  relief  valued at $.05 per share. We also issued 40,000 shares
valued  at  $.10 per share, to Peter Nosek for consulting services in connection
with the sale of Go Online's Kiosk business in Indiana and Ohio. In addition, we
issued  20,000  shares  valued  at  $.10  per  share,  to  Gary Stein in lieu of
commissions with respect to the sale of goods to Costco Wholesale company. These
shares  were  registered  for  resale  in  a Registration Statement on Form S-8.

<PAGE>

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

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

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

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

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

     On  December 18, 2001, in connection with the sale of our kiosk division to
ICOA,  Inc.,  we issued a $250,000, 8% convertible note due December 18, 2003 to
Laurus  Master Fund, Ltd. In addition, we issued a common stock purchase warrant
to  purchase  600,000  shares  of  our  stockat an exercise price of $0.0034 per
share.  The  conversion price for the December 2001 convertible debenture is the
lesser  of  $0.00254  or  80% percent of the average of the three lowest closing
prices  for  the  common stock for the 60 trading days prior to conversion date.
The  exercise  price for the December 2001 warrant is$0.0034. The maximum number
of shares of common stock that any subscriber or group of affiliated subscribers
may  own  after  conversion  at  any  given  time  is  4.99%.

     The  number  of  shares  of  common  stock  issuable upon conversion of the
December  and  May  2001 convertible debentures and the exercise of the December
and  May  2001  warrants is 37,850,000, based on a conversion price of .0024 per
share.  The  actual  conversion  price  will  depend  on the market price of our
common  stock  prior  to  the  conversion.

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

<PAGE>

     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 accured interest of  the  Debentures.

     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.  Also  effective December 31, 2001 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. In addition, we issued 120,000 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.

     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.  2,500,000  shares  of  Series A preferred stock represents 67% of our
outstanding  Series  A  preferred stock. The Series A preferred stock was issued
March  1,  2002.  The agreement does not provide for the return of the shares in
the  event  services  are  not  provided  under  the  agreement.

     On March 1, 2002, we issued a total of 565,000 shares of Series A Preferred
stock,  valued  at  $16,910,  to  four  employees for bonuses in connection with
their  employment.

     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 $26,665.  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.

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

<PAGE>


ITEM  7  -  FINANCIAL  STATEMENTS

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

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

     The  financial  statements for the fiscal year ended December 31, 2001 were
audited  by  Miller  and McCollom, Certified Public  Accountants.  The financial
statements  for the fiscal year ended December 31, 2002 were audited by Weinberg
&  Company,  Certified  Public  Accountants.  There  have  been no disagreements
between  management and either of the two accounting firms of  the type that are
required  to  be  reported  under  this  Item  8.

<PAGE>

                                    PART  III

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

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

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

Name                    Age     Positions

Joseph  M.  Naughton     59     Chairman, Chief Executive Officer, Director

Scott  Claverie          41     Director

Jim  Cannon              67     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, 1999, 2000, 2001 and 2002.  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      2002         $96,000     -0-            -0-         -0-            -0-           -0-        -0-
(President, CEO)     (12/31)

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

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

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

Jim Cannon (1)       2002           5,000     -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)

                     1999          40,000     -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,  2001  by:
     each  person or entity known to own beneficially more than 5% of the common
stock  or  5%  of  the  preferred  stock;
     each  of  Go  Online's  directors;
     each  of  Go  Online's  named  executive  officers;  and
     all  Go  Online  executive  officers  and  directors  as  a  group.

<TABLE>
<CAPTION>
<S>                        <C>                                                <C>                    <C>
                           Name and                     Amount and
                           Address of                    Nature of              Percent of
Title of Class             Beneficial Owner (1)        Beneficial Ownership       Class
-------------------------  ---------------------       --------------------    -----------
Common Stock               Joseph M. Naughton              9,547,125 (2)         6.9%
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)         11,652,625 (2,3)       8.5%
                                                           --------------        ----
</TABLE>

1.     Except as otherwise set forth, the address for each of these shareholders
is  c/o  Go  Online  Networks  Corporation, 5681 Beach Boulevard, Suite 101/100,
Buena  Park,  CA  90621.
2.     Mr.  Naughton's  shares  are  held through several different entities and
trusts,  as to which Mr. Naughton is the primary beneficial owner, including The
Lynde  Group,  The  Naughton Family Trust, JNNE, Inc., and a JWTROS account with
his  deceased  spouseOther  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,  2002 and as of December 31, 2001 the amounts
payable to Mr. Naughton for advances totaled $288,681 and $311,388 respectively.
In  addition there is unpaid compensation due to him of $5,000 for 2002, $30,000
for 2001 and $96,000 as of December 31, 2000. A portion of Mr. Naughton's unpaid
salary  was  converted  to stock during fiscal year 2000 and during fiscal 2001.
The  balances payable to Mr. Naughton are uncollateralized, bear no interest and
are payable on demand. This loan is on terms which are substantially better than
could  be  obtained  from  third  parties.


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.  CONTROLS  AND  PROCEDURES

     Evaluation  of  disclosure  controls  and  procedures.  The Company has not
preformed an evaluation of the Company's disclosure and procedures, as that term
is  defined  in  Rule  13a-14 of the Securities Exchange Art of 1934, as amended
(the  "Exchange  Act").  The Company expects to have concluded its evaluation of
these  controls  by  May 15, 2003 and will report its results in the Form 10-QSB
due  thereon.

<PAGE>

                                   SIGNATURES

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


Dated:  March  31,  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, 2002 AND 2001


<PAGE>



                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES



                                    CONTENTS


PAGES    1-2   INDEPENDENT ACCOUNTANTS' REPORTS

PAGE     3     CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2002 AND 2001

PAGE     4     CONSOLIDATED  STATEMENTS  OF  OPERATIONS  FOR  THE  YEARS  ENDED
               DECEMBER  31,  2002  AND  2001

PAGE     5-6   CONSOLIDATED  STATEMENTS OF CHANGES IN STOCKHOLDERS'
               DEFICIENCY FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

PAGE     7     CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
               DECEMBER 31, 2002 AND 2001

PAGES    8-24  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER
               31, 2002 AND 2001

<PAGE>
                         INDEPENDENT ACCOUNTANTS' REPORT


Board  of  Directors
Go  Online  Networks,  Inc.  and  Subsidiaries

We  have  audited  the  accompanying  consolidated  balance  sheet  of Go Online
Networks,  Inc.  and  subsidiaries  as  of  December  31,  2002, and the related
consolidated  statements of operations, stockholders' deficiency, and cash flows
for  the  year  ended  December  31,  2002.  These  financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audit.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  consolidated  financial  position  of  Go  Online
Networks,  Inc.  and  subsidiaries  as of December 31, 2002 and the consolidated
results  of  their  operations, and their cash flows for the year 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 to
the  consolidated  financial  statements,  the  Company  has  a  working capital
deficiency  of  $3,916,234,  an  accumulated  deficit  of  $15,566,139  and  a
stockholders'  deficiency  of $3,782,751.  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.  The consolidated financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.

/s/ Weinberg & Company, P.A.

WEINBERG  &  COMPANY,  P.A.


Boca  Raton,  Florida
March  3,  2003

<PAGE>

                         Independent Accountants' Report

Board  of  Directors
Go  Online  Networks,  Inc.

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

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

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

The  accompanying  financial  statements  have  been  prepared assuming that the
company  will  continue  as a going concern.  The Company has suffered recurring
losses  from  operations and has a net capital deficiency that raise substantial
doubts  about  its  ability  to  continue  as  a  going  concern.  The financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.

/s/  Miller  and  McCollom

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


March  2,  2002  (Except  for  Note  13,  which  is  as  of  April  24,  2002)
<PAGE>

<PAGE>
                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        AS OF DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>



<S>                                                       <C>            <C>
                                     ASSETS
                                     ------
                                                                  2002           2001
                                                          ------------   -------------
CURRENT ASSETS
Cash                                                      $    327,540   $    179,918
Accounts receivable, net                                       265,932        233,434
Inventories                                                    797,949        916,817
Prepaid expenses and other current items                         2,039          2,757
Deferred refurbishing expenses                                  70,354         53,882
                                                          ------------   -------------
Total Current Assets                                         1,463,814      1,386,808
                                                          ------------   -------------

PROPERTY AND EQUIPMENT
   - NET OF ACCUMULATED DEPRECIATION
     OF $135,061 IN 2002 AND $297,860 IN 2001                   45,776        140,066

OTHER ASSETS
Other assets - deposits                                         25,171         32,711
Deferred financing costs                                        62,536        138,556
                                                          ------------   -------------
Total Other Assets                                              87,707        171,267
                                                          ------------   -------------

TOTAL ASSETS                                              $  1,597,297   $  1,698,141
                                                          ============   =============

                     LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                     ----------------------------------------

CURRENT LIABILITIES
Accounts payable and
   accrued expenses                                       $  1,093,301   $  1,916,919
Accrued lease obligations                                        1,633         14,479
Accrued interest payable                                       341,115        403,738
Note payable and accrued
   interest thereon                                            161,546        154,356
Advances payable                                               950,000        950,000
Current portion of convertible
   notes and debentures                                      2,538,772        784,118
Advances from and accrued expenses
   due to officer                                              293,681        407,388
                                                          ------------   -------------
Total Current Liabilities                                    5,380,048      4,630,998

CONVERTIBLE NOTES AND DEBENTURES
   NET OF CURRENT PORTION                                            -      1,770,882
                                                          ------------   -------------

TOTAL LIABILITIES                                            5,380,048      6,401,880
                                                          ============   =============

COMMITMENTS AND CONTINGENCIES                                        -              -

STOCKHOLDERS' DEFICIENCY
Series A Convertible Preferred Stock, $0.001 par value,
   10,000,000 shares authorized, 3,709,559 and 663,333
   issued and outstanding at December 31, 2002 and 2001,
   respectively                                                  3,709            663
Series B Convertible Preferred Stock, $100 par value,
   2,000 shares authorized, 2,000 shares issued and
   outstanding at December 31, 2002 and 2001                   200,000        200,000
Common stock, $0.001 par value, 200,000,000 shares
   authorized, 137,617,656, and 99,560,116 shares issued
   and outstanding at December 31, 2002 and 2001,
   respectively                                                137,618         99,560
Outstanding common stock warrants                               30,000         30,000
Additional paid-in capital                                  11,412,061     10,671,749
Accumulated deficit                                        (15,566,139)   (15,705,711)
                                                          ------------   -------------

TOTAL STOCKHOLDERS' DEFICIENCY                              (3,782,751)    (4,703,739)
                                                          ------------   -------------

TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIENCY                                  $  1,597,297   $  1,698,141
                                                          ============   =============
</TABLE>

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

<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
<S>                                              <C>            <C>
                                                       2002          2001
                                                 -------------  ------------

REVENUES                                         $ 12,346,558   $ 6,128,555

COST OF REVENUES                                   10,075,838     5,651,692
                                                 -------------  ------------

GROSS PROFIT                                        2,270,720       476,863
                                                 -------------  ------------

OPERATING EXPENSES
Contract services, salaries and payroll taxes         630,556       710,157
General and administrative                            515,964       492,362
Legal and professional fees                           373,961       269,177
Rent                                                  164,725       148,222
Depreciation and amortization                          44,519       284,364
Write off of goodwill                                       -       749,055
                                                 -------------  ------------
Total Operating Expenses                            1,729,725     2,653,337
                                                 -------------  ------------

INCOME (LOSS) FROM OPERATIONS                         540,995    (2,176,474)
                                                 -------------  ------------

OTHER INCOME (EXPENSE)
Interest expense                                     (364,456)     (323,834)
Other income (expense)                                (36,967)      (42,628)
                                                 -------------  ------------
Total Other Income (Expense)                         (401,423)     (366,462)
                                                 -------------  ------------

NET INCOME (LOSS) FROM
   CONTINUING OPERATIONS                              139,572    (2,542,936)
                                                 -------------  ------------

DISCONTINUED OPERATIONS
Loss from discontinued operations                           -      (544,939)
Loss on disposal of discontinued operations                 -      (319,520)
                                                 -------------  ------------

NET INCOME (LOSS)                                $    139,572   $(3,407,395)
                                                 =============  ============

BASIC NET INCOME (LOSS)
   PER COMMON SHARE
Net income (loss) from continuing operations     $          -   $      (.03)
                                                 =============  ============
Net income (loss) from discontinued operations   $          -   $      (.01)
                                                 =============  ============
Net income (loss) per common share               $          -   $      (.04)
                                                 =============  ============

DILUTED NET INCOME (LOSS)
   PER COMMON SHARE
Net income (loss)                                $          -   $      (.04)
                                                 =============  ============

WEIGHTED AVERAGE NUMBER
   OF SHARES OUTSTANDING
Basic                                             113,892,648    92,910,230
                                                 =============  ============
Diluted                                           193,766,823    92,910,230
                                                 =============  ============
</TABLE>

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

<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>

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

                             Series A Convertible       Series B Convertible
                             Preferred Stock            Preferred Stock                  Common Stock
                             Shares          Amount     Shares        Amount         Shares          Amount
                             ---------     ----------   -------    -----------      ----------     --------------
Balance, December 31, 2000     663,333     $      663     2,000    $   200,000      86,260,393     $       86,260

Common stock issued
   for debt conversion               -              -         -              -       2,527,767              2,527

Common stock issued
   for services                      -              -         -              -      10,771,956             10,773

Issuance of warrants
   for financing                     -              -          -             -               -                  -

Issuance of warrants
   to employee                       -              -          -             -               -                  -

Net loss for the year ended
   December 31, 2001                 -              -          -             -               -                  -
                             ---------     ----------   -------    -----------      ----------     --------------

Balance, December 31, 2001     663,333            663      2,000       200,000      99,560,116             99,560

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

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

Conversion of Series A
   convertible 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

</TABLE>

[ABOVE TABLE CONTINUED ON RIGHT HAND SIDE]


<TABLE>
<CAPTION>

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

                             Common Stock                                           Total
                             Warrants                      Paid In                     Stockholders'
                             Shares          Amount        Capital          Deficit       Deficiency
                             ---------     ----------     -----------    -------------  --------------
Balance, December 31, 2000     750,000     $   30,000     $ 9,925,554    $(12,298,316)   $ (2,055,839)

Common stock issued
   for debt conversion               -              -         117,473               -         120,000

Common stock issued
   for services                      -              -         529,578               -         540,351

Issuance of warrants
   for financing                     -              -          79,144               -          79,144

Issuance of warrants
   to employee                       -              -          20,000                -         20,000

Net loss for the year ended
   December 31, 2001                 -              -               -       (3,407,395)    (3,407,395)
                             ---------     ----------     -----------    -------------  --------------

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

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

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

Conversion of Series A
   convertible preferred
   stock into common stock           -              -               -                -              -

Common stock issued
   for services                      -              -         121,187                -        124,375

Common stock
   issued for
   compensation                      -              -         132,491                -        137,761

Common stock issued
   for payment of debt
   and accrued interest              -              -         287,401                -        305,407

</TABLE>

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

<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

[CONTINUED]

<TABLE>
<CAPTION>

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

                             Series A Convertible       Series B Convertible
                             Preferred Stock            Preferred Stock                  Common Stock
                             Shares          Amount     Shares        Amount         Shares          Amount
                             ---------     ----------   -------    -----------      ----------     --------------
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 for the year ended
   December 31, 2002                 -              -          -             -               -                  -
                             ---------     ----------   -------    -----------      ----------     --------------

Balance, December 31, 2002   3,709,559          3,709      2,000       200,000     137,617,656            137,618
                             =========     ==========   ========   ===========     ===========     ==============

</TABLE>

[ABOVE TABLE CONTINUED ON RIGHT HAND SIDE]


<TABLE>
<CAPTION>

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

                             Common Stock                                           Total
                             Warrants                      Paid In                     Stockholders'
                             Shares          Amount        Capital          Deficit       Deficiency
                             ---------     ----------     -----------    -------------  --------------
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 for the year ended
   December 31, 2002                 -              -               -          139,572        139,572)
                             ---------     ----------     -----------    -------------  --------------

Balance, December 31, 2002     750,000         30,000      11,412,061      (15,566,139)    (3,782,751)
                             =========     ==========     ===========    =============  ==============

</TABLE>

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

<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
<S>                                                       <C>         <C>
                                                          2002          2001
                                                     ----------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                    $ 139,572   $(3,407,395)
Adjustments to reconcile net income (loss) to net
   cash provided by (used in) operating activities:
Depreciation and amortization                           44,519       459,871
Amortization of deferred financing costs                76,020        13,484
Provision for doubtful accounts                          6,931             -
Provision for sales returns and allowances              27,315             -
Write-off of goodwill                                        -       749,055
Loss on disposal of equipment                           49,455             -
Loss on sale of kiosk division                               -       319,520
(Gain) loss on sale of property and equipment           (2,784)        6,643
Warrants issued to extend debt                          13,882             -
Stock issued for debt fees                              60,041             -
Stock issued in lieu of compensation                   154,714             -
Stock and common stock warrants issued for services    199,376       639,495
Changes in operating assets and liabilities:
(Increase) in accounts receivable                      (66,744)     (172,193)
(Increase) decrease in inventory                       118,868      (788,856)
Decrease in prepaid expenses and other current assets      718         4,613
(Increase) in deferred refurbishing expenses           (16,472)      (53,882)
Decrease in other assets - deposits                      7,539        11,025
Increase (decrease) in accounts payable and
   accrued expenses                                   (823,618)    1,458,411
Increase in accrued interest payable                   233,743             -
                                                     ----------  ------------
Net Cash Provided By (Used In) Operating Activities    223,075      (760,209)
                                                     ----------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in property and equipment                           -          (862)
Proceeds from the sale of property and equipment         3,100           500
Investment in note receivable                                -      (100,000)
                                                     ----------  ------------
Net Cash Provided By (Used In) Investing Activities      3,100      (100,362)
                                                     ----------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
(Repayment of) proceeds from officer advances          (65,707)       19,244
Proceeds from convertible debentures and loans, net          -       999,228
Payment on leases                                      (12,846)      (21,315)
                                                     ----------  ------------
Net Cash (Used In) Provided By Financing Activities    (78,553)      997,157
                                                     ----------  ------------

NET INCREASE IN CASH                                   147,622       136,586

CASH - BEGINNING OF YEAR                               179,918        43,332
                                                     ----------  ------------

CASH - END OF YEAR                                   $ 327,540   $   179,918
                                                     ==========  ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
-------------------------------------------------

Cash paid for interest                               $       -   $    61,000
                                                     ==========  ============
Cash paid for income taxes                           $     800   $         -
                                                     ==========  ============

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITY:
---------------------------------------------------------------------

Common stock issued for payment of convertible debt  $  16,019   $   120,000
                                                     ==========  ============
Common stock issued for payment of accrued
   interest on convertible debt                      $ 289,176   $         -
                                                     ==========  ============
Common stock issued for payment of amount
   due to officer                                    $  48,000   $         -
                                                     ==========  ============
Warrants received for sale of assets                 $       -   $   133,333
                                                     ==========  ============
</TABLE>


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

<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

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 consolidated subsidiaries (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  AMS  Acquisition Corp.
("AMS"),  Digital  West Marketing, Inc., ("Digital"), and Westlake Capital Corp.
(Westlake)  for  the purpose of becoming a reporting company with the Securities
and  Exchange  Commission.  The Company's only operating subsidiary, Digital, is
principally  in the computer and related products refurbishing businesses.  AMS,
a  75% owned subsidiary, was disposed of during December 2001 (see Note 16). All
material  inter-company  accounts  have  been  eliminated in consolidation.  The
Company  has  selected  December  31  as  its  year-end.

(B)  Use  of  Estimates  in  the  Preparation  of  Financial  Statements

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

(C)  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,  2002 and 2001.

(D)  Concentration  of  Credit  Risk

The  Company  maintains  its cash in bank deposit accounts, which, at times, may
exceed  federally insured limits.  The Company has not experienced any losses in
such  accounts  and believes it is not exposed to any significant credit risk on
cash  and  cash  equivalents.


<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

(E)  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 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.

(F)  Earnings  Per  Share

Basic  earnings  (loss)  per  share  is  computed  by dividing net income (loss)
available  to  common  stockholders  by weighted average number of common shares
outstanding.  Diluted  earnings  per  share  reflects  the effect of the assumed
conversions  of  convertible  securities  and  the  exercise of stock options or
warrants  only  in  the  periods  in which such effect would have been dilutive.

(G)  Inventories

Inventories  primarily  consist  of  used  computer  hardware and hand-held data
organizers  that  are stated at the lower of cost or market.  Cost is determined
using  the  specific identification method for computer systems and average cost
for  all  other  types  of  inventory.

Costs  incurred to refurbish unsold computer systems, including parts and labor,
are  shown  as  deferred  refurbishing costs.  The Company's primary supplier of
computers  to  be  refurbished  has  a  first lien position on inventory for any
unpaid  accounts  payable.

(H)  Property  and  Equipment

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

(I)  Segment  Information

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


<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

(J)  Stock  Issued  for  Services

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

(K)  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.  The Company did not issue any options to
employees  during  the  year  ended  December  31,  2002.

(L)  Income  Taxes

The  Company  accounts for income taxes under the Financial Accounting Standards
Board Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes"  ("Statement  109").  Under  Statement  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  Statement 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
(See  Note  9).

(M)  Valuation  of  Long-Lived  Assets

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.  If such review indicates that the asset is impaired,
when the carrying amount of an asset exceeds the sum of its expected future cash
flows,  on an undiscounted basis, the asset's carrying amount is written down to
fair  value.  Long-lived  assets  to be disposed of are reported at the lower of
carrying amount or fair value less cost to sell.  During the year ended December
31,  2002,  the Company recorded a loss on the disposal of equipment of $49,455,
which  has  been  included  as  other  expenses in the accompanying consolidated
statement  of  operations.


<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

On  August  31,  2000,  the  Company  recorded  goodwill  in connection with the
acquisition  of Digital for approximately $1,021,440.  During December 2001, the
Company determined, in accordance with SFAS 121 and its undiscounted future cash
flow model, that the value of the goodwill related to the acquisition of Digital
was impaired.  Accordingly, the Company wrote off the unamortized balance of the
goodwill  during  fiscal  2001.

(N)  Revenue  Recognition  and  Warranties

Most  of  the  Company's  sales are of used products that are sold "as is" for a
fixed  price, FOB shipping point.  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  December  1999,  the  Securities  and  Exchange
Commission  (SEC)  issued  Staff  Accounting  Bulletin  (SAB)  No.  101, Revenue
Recognition  in  Financial  Statements,  which  establishes guidance in applying
generally  accepted  accounting  principles  to revenue recognition in financial
statements  and is effective beginning with the fourth quarter of the year ended
December  31,  2000.  The  Company  has  determined  that  its  existing revenue
recognition  practices  comply  with the requirements of SAB 101 for all periods
presented.

Products  are  sold  without  warranties  except  for manufacturers' warranties.

(O)  Shipping  and  Handling

Shipping  and  handling  revenues  and  costs  for  fiscal  years 2002 and 2001,
respectively,  are  included in Revenues and Cost of Goods, respectively, in the
accompanying  consolidated  statements  of  operations.

(P)  Advertising

The Company expenses advertising costs as incurred.  Total advertising costs for
the  years  ended  December  31,  2002  and  2001  were  not  material.

     (Q)  Deferred  Financing  Costs

Deferred financing costs are amortized on the straight-line method over the term
of  the  related  convertible  debentures (see Note 12).  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 $76,020 and $13,484 of financing
costs  during  the  years  ended  December 31, 2002 and 2001, respectively.  The
amortized  financing  costs  have  been  included  as  interest  expense  in the
accompanying  consolidated  statement  of  operations.


<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

(R)  Reclassifications

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

(S)  Recent  Accounting  Pronouncements

Statement  No.  143  "Accounting  for  Asset Retirement Obligations" establishes
standards  for the initial measurement and subsequent accounting for obligations
associated  with  the sale, abandonment, or other type of disposal of long-lived
tangible  assets  arising  from  the  acquisition,  construction, or development
and/or  normal  operation  of such assets.  SFAS No. 143 is effective for fiscal
years  beginning  after  June  15,  2002,  with  earlier application encouraged.

In  August  2001,  the  FASB  issued  SFAS 144, Accounting for the Impairment or
Disposal  of  Long-Lived  Assets.  This statement addresses financial accounting
and reporting for the impairment or disposal of long-lived assets and supercedes
FASB  Statement  No. 121, Accounting for the Impairment of Long-Lived Assets and
for  Long-Lived  Assets to be Disposed of.  The provisions of this statement are
effective  for  financial  statements  issued  for  fiscal years beginning after
December  15,  2001.

In  April  2002,  the FASB issued SFAS 145, Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.  SFAS
145  rescinds  the  provisions of SFAS No. 4 that requires companies to classify
certain  gains  and  losses  from  debt  extinguishments as extraordinary items,
eliminates  the  provisions  of  SFAS  No.  44 regarding transition to the Motor
Carrier  Act  of  1980  and amends the provisions of SFAS No. 13 to require that
certain  lease  modifications  be  treated  as sale leaseback transactions.  The
provisions  of  SFAS  145  related to classification of debt extinguishments are
effective for fiscal years beginning after May 15, 2002.  Earlier application is
encouraged.

In  July  2002,  the  FASB  issued  SFAS  No. 146, "Accounting for Restructuring
Costs."  SFAS  146  applies to costs associated with an exit activity (including
restructuring)  or  with  a disposal of long-lived assets.  Those activities can
include  eliminating  or  reducing  product  lines,  terminating  employees  and
contracts  and  relocating  plant  facilities or personnel.  Under SFAS 146, the
Company  will  record a liability for a cost associated with an exit or disposal
activity  when  that  liability  is  incurred and can be measured at fair value.
SFAS  146  will  require  the Company to disclose information about its exit and
disposal  activities, the related costs, and changes in those costs in the notes
to  the interim and annual financial statements that include the period in which
an exit activity is initiated and in any subsequent period until the activity is


<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001


completed.  SFAS  146 is effective prospectively for exit or disposal activities
initiated after December 31, 2002, with earlier adoption encouraged.  Under SFAS
146, a company cannot restate its previously issued financial statements and the
new  statement  grandfathers  the  accounting for liabilities that a company had
previously  recorded  under  Emerging  Issues  Task  Force  Issue  94-3.

In  December 2002, the Financial Accounting Standards Board 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  statement is effective for fiscal years beginning after December 15,
2002, and disclosures are effective for the first fiscal quarter beginning after
December  15,  2002.

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

(T)  Basis  of  Presentation  -  Going  Concern

The  accompanying  financial  statements  have  been prepared in conformity with
principles  generally  accepted  in  the  United  States,  which  contemplates
continuation  of  the  Company  as  a going concern.  However, the Company has a
working  capital deficiency of $3,916,234, an accumulated deficit of $15,566,139
and  a  stockholders'  deficiency  of $3,782,751, which raise substantial doubts
about  its  ability to continue as a going concern.  The financial statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.  Management's plan to continue in operations is to raise additional
debt  or  equity  capital  until  such  time  as the Company is able to generate
sufficient  operating  revenue.


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


<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

NOTE  2     ACCOUNTS  RECEIVABLE

The  Company  has an agreement with some of its customers that allows returns of
merchandise.  Accordingly,  a  reserve  for accounts receivable returns has been
provided.  The reserve accounts require the use of estimates, which could differ
from  actual  results.  The Company believes the techniques and assumptions used
in  establishing  the reserve accounts are appropriate.  As of December 31, 2002
and  2001, the Company recorded a reserve against accounts receivable of $33,921
and  $5,652,  respectively.

Accounts  receivable  is  stated net of the following allowances as of the years
ended  December  31:

                                                    2002            2001
                                                -----------     -----------
Allowance for doubtful accounts                 $     6,606     $     5,652
Allowance for sales returns and allowances           27,315               -
                                                -----------     -----------

      Total allowances                          $    33,921     $     5,652
                                                ===========     ===========

NOTE  3     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 him.
The  balances  due  him  were  $293,681 and $407,388 as of December 31, 2002 and
2001,  respectively.

During  the  year  ended  December 31, 2002, the Company issued 2,400,000 of its
common  stock  to  the  chief  executive  officer  for payment of $48,000 of the
outstanding  amounts  due 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.

NOTE  4     ISSUANCE  OF  COMMON  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.

<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

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 11 and 12).  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.

During  the year ended December 31, 2001, the Company issued 2,527,767 shares in
exchange  for  conversion  of  convertible  debentures and 10,771,956 shares for
services.  The  value  of  the  shares  issued  for  payment  on the convertible
debentures  and  services  totaled  approximately  $120,000  and  $540,351,
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,  respectively.

Included  in  the  10,771,956  shares  was a total of 2,528,930 shares that were
issued  during  2001  to a person who was a Company officer for a portion of the
year.  Of  the amount issued to the former officer, 1,368,930 shares were issued
for  consulting  services  accrued  as  of December 31, 2000 prior to the person
becoming  an  officer.

NOTE  5     PREFERRED  STOCK

The  Company  had outstanding 3,709,559 and 663,333 shares of Series A Preferred
Stock  as  of  December 31, 2002 and 2001, 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.

The  Company  had  outstanding  2000  shares  of  Series B $100 Principal Amount
Preferred  Stock  as of December 31, 2002 and 2001.  Upon the event that Digital
reports  positive  net income for one calendar quarter, the Series B shareholder
will become entitled to receive dividends on the same per share basis as holders
of  Common  Stock,  have  all voting rights and liquidation rights as a share of
Common  Stock,  and  the  right to convert to Common Stock at a conversion price
determined  by  an  average  closing  price  of  the  Common  Stock for a period
preceding  conversion  date.  The Company did not pay or accrue any dividends on
its  Common  Stock  and  Series  B  Preferred Stock during fiscal 2002 and 2001.

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  approximately  $75,000,  which  was  valued  based upon its
<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001


conversion  rights  into  the  Company's  common  stock  (one  for  one)  on the
applicable  payment dates.  The value of the preferred stock issued to employees
as  compensation  total  approximately $16,950, based upon its conversion rights
into  the  Company's  common  stock  on  the  applicable  payment  dates.

On  June  28, 2002, a holder of Series A Preferred Stock converted 18,774 shares
into  the  Company's  common  stock  on  a  one  for  one  basis.

NOTE  6     RISKS  AND  UNCERTAINTIES,  CONCENTRATION  OF  BUSINESS

The  Company's  source  for  inventory is predominately dependent on one vendor.
The  Company  is  currently  seeking  alternative  sources  for  purchasing  its
inventory.

The  Company's  customers  and  vendors  are  principally  in the U.S.A., 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  15%  of  total revenues for the year ended
December  31,  2002.  Sales  from  the  Company's  top  five  customers  totaled
approximately  37%  of  total  revenue  for  the  year  ended December 31, 2002.

NOTE  7     ADVANCES  PAYABLE

During  fiscal  year  2000,  the  Company  received  $700,000  and $250,000 from
NetStrat,  Inc.  ("NetStrat")  and  Amer  Software,  Inc.("Amer  Software"),
respectively,(NetStrat and Amer Software will be collectively referred to as the
"Investors")  relating  to  the  acquisition  of  the  Company's  only operating
subsidiary  Digital.  The  consideration given to NetStrat and Amer Software was
to  issue  4,166,666 and 1,388,888 shares, respectively, of the Company's common
stock in a private placement for the proposed acquisition/merger of NetStrat and
Amer  Software  with  the  Company.  The Company received the money during 2000,
however  never  executed  or  completed  the proposed merger.  Since the Company
received  the money from the Investors and no note was ever executed between the
two  parties,  the  Company recorded an advances payable for $950,000 during the
year  ended December 31, 2000.  As of December 31, 2002 and 2001, the amount due
to  those  Investors  remained  on  the  consolidated balance sheets as advances
payable.  During March 2003, the Company issued promissory notes for the amounts
due  to  those  Investors replacing the advances payable.  The notes will accrue
interest  of  8%  per  annum and are due 90 days after a written demand from the
Investors.

NOTE  8     ACCOUNTS  RECEIVABLE  -  RETRONICS,  INC.  -  RELATED  PARTY

The  Company's  subsidiary,  Digital,  has made sales to a company controlled by
Digital's  former  president,  who was terminated in November 2001.  Such sales,
made  prior  to  termination,  totaled  $1,657,618  during  2001,  and represent
approximately 31% of Digital's total 2001 sales.  The sales for 2001 represented
the  amounts  sold  through November 5, 2001, which were the sales made prior to
Digital's former president's termination.  Retronics, Inc. also owes the Company
for  amounts  paid  by the Company that should have been paid by Retronics, Inc.
The  accompanying financial statements include a valuation reserve provision for
the  entire  account  receivable  of  approximately $132,000 during fiscal 2001.
Total  sales  made  to  Retronics,  Inc.,  on  a  C.O.D basis were approximately
$550,000  or  4%  of  total  sales  during  the  year  ended  December 31, 2002.

<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

NOTE  9     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 year ended
December  31,  2002.  As  of  December  31,  2002, the Company had approximately
$15,500,000 of net operating loss carryforwards for Federal income tax reporting
purposes  available  to offset future taxable income.  Such carryforwards expire
through  2022.  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, 2002 and 2001 consist primarily of the
tax  effect of net operating loss carryforwards, which amounted to approximately
$5,310,000  and  $4,710,000,  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, 2002 and 2001 to reduce
such  deferred  income  tax  assets  to  zero, as it is management's belief that
realization  of  such  amounts  is  not  considered  more  likely  than  not.

NOTE  10     NOTES  PAYABLE  AND  ACCRUED  INTEREST

The  Company  had  two  notes  payable  outstanding  from loans made in 1995 for
$49,500 and $52,500, respectively bearing interest at 7% per annum.  The lenders
have  the  right  to  demand  payment in full on the notes and failure to pay on
demand  would increase the interest rate to 18% per annum.  The lenders have the
right  to  convert  the notes to common stock at a rate of $.125 per share.  The
balances  payable,  including  interest,  at  December  31, 2002 are $78,459 and
$83,087,  respectively.  The  balances  payable, including interest, at December
31,  2001, were $79,412 and $74,990, respectively.  As of December 31, 2002, the
lenders  have  not  demanded  payment  of  the outstanding principal balance and
accrued  interest  thereon.

<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

NOTE  11     ISSUANCE  OF  SERIES  2000  -  A  EIGHT  PERCENT  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  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.

The  Company  made  interest  payments  of $289,386 and $61,000 during the years
ended  December  31,  2002  and  2001,  respectively.  On February 27, 2002, the
maturity  date  of  the  $880,000 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 1,000,000 shares
of common stock at $0.02 per share until February 22, 2007. The Company recorded
a  financing  charge, include as interest expense, of $13,882 in connection with
the warrants issued.  These warrants were valued using the Black Scholes pricing
model.

As  of  March  2003, the Company has not repaid any of the outstanding principal
balance  and unpaid accrued interest thereon, and the holders have not converted
any  of  the  Series -  A convertible debentures.  The Company has not issued or
paid  any  additional  consideration  to  extend  the due date on the Series - A
convertible  debentures  as  of  March  2003. Accordingly, the total outstanding
principal balance and any accrued interest related to the Series - A convertible
debentures  have  been  classified  as  current  liabilities on the consolidated
balance  sheet  as  of  December  31,  2002.

NOTE  12     CONVERTIBLE  DEBENTURES  AND  NOTES  PAYABLE

In  September  and  November  2000, the Company sold an aggregate of $550,000 of
convertible  debentures  payable  with  interest at 10%.  The debentures 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 March 2003, the Company has not
repaid  any  of  the  outstanding  principal  balance  and  the holders have not

<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

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  as  of  March  2003.  Accordingly,  the  total outstanding principal
balance and any accrued interest related to the convertible debentures have been
classified  as  current  liabilities  on  the  consolidated  balance sheet as of
December  31,  2002.

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 has been
paid  or  duly  provided  for.  The note is exchangeable in denominations of not
less  than  $50,000  amounts  at  such  times  as  requested  by the holder at a
conversion  price  for  each  share  of common stock at $0.045 per share.  As of
December 31, 2002, the unpaid principal balance and accrued interest of the note
totaled  $375,000  and $75,000, respectively.  As of March 2003, the Company has
not  repaid  any  of  the  outstanding  principal balance and the holder has not
converted  any  portion  of the convertible note.  The Company has not issued or
paid any additional consideration to extend the due date on the convertible note
as  of March 2003.  Accordingly, the total outstanding principal balance and any
accrued interest related to the convertible note have been classified as current
liabilities  on  the  consolidated  balance  sheet  as  of  December  31,  2002.

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

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 eighty
percent of the average of the ten lowest closing prices for the Company's common
stock  for  the thirty trading days prior to the closing date of the issuance of
the  debentures  or  eighty percent of the average of the ten lowest closing bid

<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

prices  for  the  Company's common stock for the sixty trading days prior to the
conversion  dates.  In  addition,  the  Company  issued  a common stock purchase
warrant  to  purchase  600,000  shares  of  the  Company's  common  stock  at an
adjustable  purchase  price,  currently  $0.34  per  share.

During  the year ended December 31, 2002, the Company issued 9,175,000 shares 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  $60,041,  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 year ended December
31,  2002.  (See  Note  17)

The  debentures  and  notes included herein and the Series 2000-A 8% convertible
notes  described  in  the  preceding  Note  11  are  summarized  as  follows:


                                                            December 31,
                                                            2002          2001
                                                     ------------- -------------
Series 2000-A Convertible debenture 8%,
   due January 1, 2003                               $     880,000 $     880,000
Convertible debenture payable, 10%,
   due July 2002                                           550,000       550,000
Convertible note payable 10%,
   due January 12, 2003                                    375,000       375,000
Convertible note payable, 8%,
   due May 3, 2003                                         483,772       500,000
Convertible note payable, 8%,
   due December 18, 2003                                   250,000       250,000
                                                     ------------- -------------
      Total                                              2,538,772     2,555,000
Less current portion                                     2,538,772       784,118
                                                     ------------- -------------
      Total long term notes and debentures           $           -  $  1,770,882
                                                     ============= =============

NOTE  13     STOCK  BASED  COMPENSATION  AND  STOCK  OPTION  PLAN

(A)  Stock  Option  Plan

The  Company has a Non-statutory Stock Option Plan and an Incentive Stock Option
Plan,  effective  November  15,  2000  through  December  31, 2009.  The plan is
administered  by the board of directors.  Under the plans, the company may grant
options  up  to 5% of the outstanding stock at December 31 of the preceding year
(4,645,512  for  2002).  The exercise price can range between 50% to 110% of the
fair  market  value  of  the Company's stock on the date of grant.  The board of
directors,  with  certain additional restrictions, may fix terms and the vesting
period.  During  the  years  ended  December  31, 2002 and 2001, no options were
issued  under  this  plan.


<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

(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 option plans.  Under APB 25, compensation expenses
are  recognized  at  the  time  of  option  grant  if  the exercise price of the
Company's employee stock option is below the fair market value of the underlying
common  stock  on  the  date  of  the  grant.

The  Company's  Board  of  Directors has granted non-qualified stock options and
warrants  to  officers,  directors, employees and investors of the Company.  The
following  is a summary of activity under these stock option plans for the years
ended  December  31,  2002  and  2001.

<TABLE>
<CAPTION>



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

Options Outstanding,
   December 31, 2000   1,800,000       126,560   $     .36
Granted                  250,000     1,600,000   $     .07
Exercised                      -             -   $       -
Cancelled             (1,800,000)     (126,560)  $    (.36)
                      -----------  ------------  ----------

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
                      ===========  ============  ==========
</TABLE>

For  all  options  and  warrants  granted during 2001, the weighted average fair
value of the grants at market was $.05.  The fair value of the 1,850,000 options
issued above and below market was calculated to be $86,154.  For all options and
warrants  granted  in  2002,  the  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  calculated  to  be  $13,882.

The  weighted  average remaining life of all options and warrants as of December
31,  2002,  was  approximately  3.8 years.  As of December 31, 2002, all options
were  fully  vested  and  exercisable.

<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

If  not  previously  exercised,  options  outstanding at December 31, 2002, will
expire  as  follows:

<TABLE>
<CAPTION>
<S>                          <C>        <C>      <C>          <C>
                                               Weighted
                          Range of Exercise    Average
                                Prices         Exercise    Number of
Year Ending December 31,     High      Low       Price       Shares
-----------------------   -------    ------      -------  -----------
2003                      $  .22     $  .22       $  .22      250,000
2004                      $  .03     $  .03       $  .03      600,000
Thereafter                $  .06     $  .02       $  .04    3,000,000
                                                            3,850,000
                                                            =========
</TABLE>

(C)  Pro  Forma  Stock-Based  Compensation  Disclosures

The Company applies APB Opinion 25 and related interpretations in accounting for
its  stock  options  granted  to  employees.  Accordingly,  compensation cost of
$20,000  has  been  recognized  for  grants  of  options  to employees since the
exercise  prices  were less than the fair value of the Company's common stock on
the  grant  dates  for  the  year  ended December 31, 2001.  The Company has not
granted  any  options to employees during the year ended December 31, 2002.  Had
compensation  cost  been  determined  based  on  an  estimate  of the fair value
consistent  with  the method of SFAS No. 123 at the grant dates for awards under
those  plans,  the Company's net income (loss) and income (loss) per share would
have  decreased  (increased)  to  the  pro  forma  amounts  indicated  below.

<TABLE>
<CAPTION>
<S>                                     <C>           <C>
                                    Year Ended December 31,
                                        2002         2001
                                    ---------  ------------
Net income (loss) applicable
to common stockholders
As reported                         $ 139,572  $(3,407,395)
Pro forma                             139,572   (3,458,563)

Net income (loss) share applicable
to common stockholders
As reported                         $     .00  $      (.04)
Pro forma                                 .00         (.04)
</TABLE>

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


<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001

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

                                         Year Ended December 31,
                                              2002      2001

Expected volatility                              -       199%
Risk-free interest rate                          -      2.96%
Expected dividends                               -         -
Expected terms (in years)                        -       2.9


NOTE  14     BASIC  AND  DILUTED  EARNINGS  PER  SHARE

Basic  and  diluted earnings per share for the years ended December 31, 2002 and
2001  are  computed  as  follows:

<TABLE>
<CAPTION>
<S>                                                            <C>           <C>
                                                                   2002         2001
                                                           ------------  ------------
Basic:
Net income (loss) from continuing operations               $    139,572  $(2,542,936)
Loss from discontinued operations                                     -     (544,939)
Loss on disposal of discontinued operations                           -     (319,520)
Net income (loss)                                          $    139,572  $(3,407,395)
                                                           ------------  ------------

Weighted average shares outstanding                         113,892,648   92,910,230
                                                           ============  ============
Net income (loss) from continuing operations               $       0.00  $     (0.03)
                                                           ============  ============
Net income (loss) from discontinued operations             $       0.00  $     (0.01)
                                                           ============  ============
Net income (loss) per common share                         $       0.00  $     (0.04)
                                                           ============  ============
Diluted:
Net income (loss)                                          $    139,572  $(3,407,395)
Interest expense add back                                       288,436            -
                                                           ------------  ------------
Adjusted net income (loss)                                 $    428,008  $(3,407,395)
                                                           ------------  ------------

Weighted average shares outstanding                         113,892,648   92,910,230
Plus:
Conversion of preferred stock - Series A to common stock      3,189,739            -
Conversion of preferred stock - Series B to common stock      5,882,353            -
Conversion of debt to common stock                           70,468,750            -
Dilutive effect of warrants issued during fiscal 2002           333,333            -
                                                           ------------  ------------

Diluted weighted average common shares                      193,766,823   92,910,230
                                                           ============  ============
Diluted earnings per share                                 $       0.00  $     (0.04)
                                                           ============  ============
</TABLE>


<PAGE>

                         GO ONLINE NETWORKS CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2002 AND 2001


NOTE  15     LEASE  OBLIGATIONS

The  Company  and  its  subsidiaries  have  entered  into an office and facility
operating  lease.  The  lease  is  generally subject to a base rent with varying
increase  provisions  as  provided for in the leases.  The Company's main office
and  facility  operating  lease  expires on November 30, 2003.  Estimated future
minimum  lease payments for fiscal 2003 are approximately $146,861.  The Company
plans  to  renew its operating lease for its main office and warehouse facility.

NOTE  16     DISPOSAL  OF  KIOSK  BUSINESS  AND  RELATED  ASSETS

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

NOTE  17     SUBSEQUENT  EVENTS

On  January  24,  2003,  the company issued 5,000,000 shares of common stock for
payment  of  late  fees  and  other  charges  relating  to  certain  convertible
debentures.  The  value of the late fees and other charges totaled approximately
$25,000,  which  was  computed  based on the closing market prices of the common
stock  on  the  applicable  payment  date.

On  February  10, 2003, the company issued 10,000,000 shares of its common stock
in  lieu  of  interest on advances payable and converted the advances payable to
demand promissory notes. The value of the shares issued for payment of shares in
lieu  of  interest totaled approximately $100,000, which was computed based upon
the  closing  market  price  of  the  common  stock on the date the issuance was
authorized.