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                       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, 2000

                                       OR

|_|  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934.

          For the transition period from __________ to __________

                              GLOBAL NETWORK, INC.
                 (Name of Small Business Issuer in Its Charter)

             Nevada                      000-27185               88-0367123
--------------------------------------------------------------------------------
  (State or Other Jurisdiction          (Commission           (I.R.S. Employer
of Incorporation or Organization)       File Number)         Identification No.)

            575 Madison Avenue, 10th Floor, New York, New York 10022
    -----------------------------------------------------------------------
         (Address of Principal Executive Offices)           (Zip Code)

                                  212.605.0431
      -------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

     Securities registered under Section 12(b) of the Exchange Act:
       Not applicable

     Securities registered under Section 12(g) of the Exchange Act:
       common stock, par value $0.001 per share

     Check  whether  the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 in response 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 incorporate by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

     |_|

     State issuer's revenues for its most recent fiscal year: $269,111

     State the aggregate market value of the 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.) The  aggregate  market value of the voting and
non-voting  common equity of Global  Network,  Inc. held by  non-affiliates  was
$9,700,625,  based on the average bid and asked prices of such common  equity as
of April 11, 2001.

                   ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS

     Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.

          Yes  |_|   No   |_|

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                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

     State the number of shares  outstanding of each of the issuer's  classes of
common  equity,  as of the latest  practicable  date. As of April 11, 2001,  the
number of shares  of common  stock,  par  value  $0.001  per  shares,  of Global
Network, Inc. issued and outstanding were 12,680,000.

                       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 of the
foregoing documents are incorporated by reference in this Form 10-KSB.

     Transitional Small Business Disclosure Format: (check one):

     Yes  |_|    No   |X|


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                              Global Network, Inc.

                          Annual Report on Form 10-KSB
                   for the Fiscal Year Ended December 31, 2000

                            IMPORTANT NOTE REGARDING
                           FORWARD LOOKING STATEMENTS

     Some of the statements in our Annual Report are forward-looking  statements
within the meaning of the federal  securities laws.  Generally,  forward-looking
statements can be identified by the use of terms like "believe,"  "may," "will,"
"expect,"  "anticipate,"  "plan," "intend",  "hope" and similar words,  although
this is not a complete list, and we may express some forward-looking  statements
differently.  Discussions  relating  to our  plan  of  operation,  our  business
strategy and our  competition,  among others,  contain such  statements.  Actual
results  may differ  materially  from  those  contained  in our  forward-looking
statements  for a variety of reasons,  including  those that may be discussed as
"Risk Factors" in other filings we submit with the SEC.

     Throughout  this report,  when we refer to "GNI," "Global  Network" or "the
Company," or when we speak of ourselves generally, we are referring collectively
to Global Network, Inc. and any of our subsidiaries unless the context indicates
otherwise or as otherwise noted.

PART I

Item 1.   Description of Business

OUR BUSINESS

     Global  Network  packages and sells online banner  advertising on newspaper
websites to national  advertisers.  We are creating a unique cyberlinked network
of  online  newspaper  web  sites  to bring  national  advertisers  and  leading
newspapers together on the Internet.  Our proprietary software system -- the GNI
System -- allows  national  advertisers  and their ad  agencies  to place ads on
multiple newspaper websites at one time and to target a specific  demographic by
having  the  advertisement  posted in the  section  of the  newspaper  that they
choose.  In addition,  the GNI System has real time auditing  capabilities  that
provide  advertisers with an accurate accounting of the number of page views and
"click-throughs" for their ads.

     We  believe  that  the GNI  System  is the  only  system  that  allows  the
advertiser  to target its market  both  geographically  and  demographically  on
newspaper websites in one step and that provides auditing services as frequently
as requested by the advertiser.

BACKGROUND

     National  advertisers  have  traditionally  avoided  newspaper  advertising
because of the limited,  local  audience of newspapers  and the  difficulty  for
advertisers  to  place  advertising  in  multiple  newspapers   efficiently.   A
multiple-market  newspaper  advertisement in either print or online media can be
difficult  for national  advertisers  to place  because the  advertiser  (or its
agency) must contact each newspaper  individually to obtain, among other things,
production specifications, advertising rates and

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positioning  information,  a process  frequently  involving several  departments
within each newspaper.

     Given the time  consuming  nature of this  process,  companies  desiring to
advertise nationally online are drawn to national networks that offer local city
guides such as AOL,  Yahoo!  and Lycos because the national  advertiser then has
access to local markets. The GNI System, however,  provides national advertisers
with access to online newspapers in a one-step purchase process that the Company
believes is very attractive to national advertisers.

     An  independent  study  published in  September  2000 by NFO  AD:IMPACT,  a
subsidiary of NFO WorldGroup,  one of the Interpublic Group of Companies (one of
the  largest   organizations  of  advertising  agencies  and  marketing  service
companies  in the  world)  found  that  online  newspapers  are  among  the most
recognized and visited websites among local-oriented Internet destinations.  The
study found that:

     o    28 percent of visitors to newspaper websites contacted a business that
          advertised  on the  online  newspaper  and  that 58  percent  of those
          visitors made a purchase from those online advertisers.

     o    across 17 major and local markets, 66 percent of online consumers were
          aware of online  newspaper  websites  while  only 34  percent of those
          consumers were aware of local city guide websites that compete for the
          same  advertising  business.   Local  city  guide  websites  that  are
          competitive with newspaper  websites  include AOL,  Yahoo!,  Lycos and
          Ticketmaster CitySearch.

     o    When Yahoo!Local was compared to newspaper  websites in 7 markets,  74
          percent of online users were aware of online newspaper  websites while
          only 34 percent were aware of Yahoo!Local  websites.  In addition,  28
          percent  of  the  survey  participants  reported  visiting  an  online
          newspaper website within the past 30 days while only 4 percent visited
          a Yahoo!Local website.

     As newspapers are increasingly offering content on the Internet, we believe
there exists a significant,  and largely untapped, potential market for national
advertisers.  The GNI System  enables each  advertiser to target its market both
demographically  and geographically in one step. We intend to capitalize on this
market  potential by purchasing  unused space on these  newspaper web sites and,
using our  proprietary  software,  packaging  and  reselling it as online banner
advertising to national advertisers.  Newspapers can thus sell inventory (unused
space) through our GNI System to national  advertisers  who otherwise  would not
buy advertising in local markets as a result of the cumbersome nature of placing
such advertisements.

THE GNI SYSTEM

     Advantages of the GNI System

     The key to our  business is our  software,  the GNI System.  The GNI System
provides the following benefits to national advertisers and their ad agencies:

     o    They can reach their demographic on newspaper websites by choosing the
          editorial  section,  time of day,  week or month they want their ad to
          appear.

     o    They  reach  their  targets  through  a series of  linked  banner  and
          interstitial  ads  appearing   throughout  the  newspaper  website  on
          specific  content  pages,  providing the  advertiser  with a targeting
          capability that is precise, efficient and measurable.

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     o    They can  target  several  geographic  markets at one time in a single
          step.

     o    They place only one order,  and receive  only one audit report and one
          invoice for a multi-market  advertisement;  multi-market  negotiations
          are eliminated.

     The GNI System also benefits the newspaper by providing the newspaper  with
new advertisers and new revenues and by reducing unused advertising space.

     How the GNI System Works

     When a  national  advertiser  or its  agency is  interested  in  purchasing
advertising space on newspaper  websites using the GNI System, the advertiser or
agency logs into our website at  www.dgonn.com.  The  advertiser  or agency then
submits a request  for an  estimate  by  entering  the online  newspapers  (also
referred to as venues) in which it wishes for the  advertisement to appear,  the
section  in  which  the  advertisement  will  appear  and the  placement  of the
advertisement on the web page (such as the top banner, near the top of the page,
near the middle of the page,  and so on),  the dates and times  during which the
advertisement  is to run on each  particular  newspaper  and the total number of
impressions that are to appear during the specified dates.

     The GNI  System  has a  database  containing  over  800  online  newspapers
nationwide.  With the information  contained in the database,  the GNI System is
able to provide an estimate of the cost of the proposed campaign. The GNI System
also checks with the online  newspapers  to determine  the  availability  of the
requested  running  times.  If the requested  running times are  available,  the
advertiser  or agency  may then  submit a binding  order,  at which time the GNI
System  will  purchase  the  requested  advertising  space.  Each of the  online
newspapers then submits an invoice to GNI, which then submits one invoice to the
advertiser  that  includes the cost of the  advertising  space  purchased on its
behalf as well as a fee for the services  provided by GNI. In  addition,  if the
advertiser or agency requests,  GNI can provide  auditing  services to show on a
real time basis how many impressions and "click throughs" have occurred.

     We believe we have the ability to purchase unused page views from virtually
every newspaper that maintains a web site.  Currently,  a majority of these page
views go unsold or are sold for less than optimal rates. Our primary focus is on
newspapers in all of the major domestic markets.

     To date, we have not experienced any problems in unavailable inventory, and
the amount of unpurchased  advertising  space has been widely available  despite
increasing  activity.  We believe that this will continue to be the case for the
foreseeable future,  although we cannot guarantee that we will always be able to
acquire the requested amount of advertising space.

     We believe that the GNI System is unique in its ability to link to multiple
pages on multiple newspaper web sites,  thereby allowing national ad agencies to
purchase targeted advertising on specific sites in major markets.  Using the GNI
System,  advertisers can target their ads by demographic criteria, day, date and
time of day. This allows the advertisers to match the message with the medium by
tying the sales message to editorial content.

     The  editorial  section  options  that are  currently  available on the GNI
System database are as follows:

     Financial                          Women
     Package Goods                      Men
     Entertainment                      Sports

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     Pharmaceuticals                    Gossip
     Political                          Food
     Health                             Airlines
     Automotive                         Travel
     Technology                         CD's
     Television                         Books
     Weather                            Parenting
     International buys                 Custom buys


     The GNI System also lets national  advertisers transact in multiple markets
by  purchasing  an  "Area  of  Dominant  Influence,"  or  "ADI."  An  ADI  is  a
pre-selected network of ad inventory that targets geographic zones. For example,
a  manufacturer  of cold medicine could  advertise its products  through a "Cold
Weather Buy" that targets  regions in which  consumers are more  susceptible  to
winter colds. GNI has developed 50 geographic ADIs and 30 demographic  buys. The
geographic  ADIs include  "Beach Buy,"  "Canadian  Buy" and "West Coast Business
Buy." The  demographic  buys include "Kids Buy," "Seniors Buy," "Public  Opinion
Buy" and "Sports Buy."

     In addition  to  providing  advertisers  and  agencies  with the ability to
access  multiple  markets  in  a  single  session,   we  also  provide  auditing
capabilities upon request. The auditing software is able to verify the amount of
traffic a newspaper website receives for ad impression purposes, and also allows
the  online  newspaper  publisher  to gauge  audience  receptivity  of  specific
editorial  content.  The  software is able to count the total number of views of
banner  ads using  real  time  verification  technologies,  which  means  that a
newspaper or advertiser may count the number of ad impressions as they happen.

     Our auditing software is also capable of  distinguishing  between "raw" and
"actual" results.  A "raw" result occurs when a web page is not actually viewed,
which  occurs  when  Internet  search  engines  list a web page as a result of a
search inquiry by an online user;  the Internet  search engines has searched the
web page and listed it as  possibly  containing  content  relevant to the search
inquiry,  but the page is not  actually  viewed by the  online  user.  An actual
result  occurs when an online user views a web page. By  distinguishing  between
raw and actual results,  our auditing  software shows advertisers how many times
the page is actually  viewed by online users a much more  valuable  statistic to
advertisers.

     To date, we have been invited to submit  proposals by national  advertisers
in the following industries:  financial services; package goods;  entertainment;
pharmaceuticals;  political;  health  care;  automotive;  technology;  airlines;
travel; CD's; books; and parenting.

OUR TEAM

     We  employ  one  full-time  employee  and  two  outside  consultants.  Each
individual has a combination of large corporate and  entrepreneurial  experience
in  marketing  and/or  publishing,  as more fully  detailed  in Part II, Item 9,
below.  We intend to continue to capitalize on each such  individual's  industry
experience and contacts to expand our business.

     We currently have  advertising  sales  representative  organizations in San
Francisco and Chicago.  We may engage additional sales  representatives in other
geographic  regions in the future,  although  we have no present  plan to do so.
Each of our sales  representative  organizations is independent and was selected
based on the  representative's  knowledge of the industry and the local  markets
that they

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serve. Our representatives are under non-exclusive contracts that are terminable
at will at any time by either party.  These contracts  provide for  compensation
based on a commission that is paid in a combination of cash and stock options.

     In March 2001,  we entered into an agreement  with the  Newspaper  National
Network  ("NNN")  pursuant to which NNN will sell online  newspaper  advertising
through our system to the following  industries:  automobiles;  packaged  goods;
pharmaceuticals;  and technology. NNN, a subsidiary of the Newspaper Association
of  America,  which is owned by 24 of the  largest  newspaper  companies  in the
United States, currently sells national advertising in approximately 1,500 daily
newspapers.  We believe that this  relationship  with NNN will provide us with a
significant  opportunity  to expand our  business.  NNN will  receive a 5% sales
commission on gross revenues attributable to NNN-placed advertising.

PATENTS

     The Company has filed U.S. and international  patent applications  directed
to  methods  of  placing  advertisements  or  other  communication  on  multiple
websites.  There can be no  assurance  that any such patent  protection  will be
granted or, if granted, will have any commercial value.

CUSTOMERS

     Currently our customers consist of a both traditional and on-line companies
and advertising agencies that desire to advertise online. In 2000, approximately
37% of our revenue was attributable to one customer,  MeetSomeone.com.  While we
continually  seek to broaden our customer base, we cannot guarantee that we will
be able to do so,  and the loss of such a  significant  customer  would  have an
adverse  impact on our business.  We expect that our  arrangement  with NNN will
help to expand our customer base dramatically.

MARKETING STRATEGIES

     We plan to grow our business by implementing the following key strategies:

     Focus on Newspaper Websites

     We believe that there is a potentially  large untapped  market for national
advertising on newspaper web sites in that newspaper  websites  provide national
advertisers  with a target  market that is larger  than the local  market of the
print  newspaper.  We intend to focus on this  market  and  become  the  leading
Internet  advertising  company dedicated to the newspaper  industry.  We believe
that our  arrangement  with NNN discussed above will  significantly  enhance our
customer base for newspaper websites.

     Target our Marketing to National Advertisers

     We intend to focus  our  marketing  on  national  advertisers  and their ad
agencies.  We plan to demonstrate to these  advertisers the power of our network
of local newspaper website advertising as a potentially formidable competitor to
magazines and television. Specific industries that we intend to target initially
include  automobiles,   entertainment,  financial,  insurance,  pharmaceuticals,
politics and packaged goods.

     Continue to Develop and Use our Leading Edge Proprietary Software

     Our  software  allows our  advertisers  to target,  place and track  online
advertising  on our network  based on a number of  demographic,  geographic  and
other criteria. We have designed our

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software to allow us to meet efficiently the needs of our advertisers. We intend
to continue to develop our software as technology and the marketplace expands.

     Capitalize on an Experienced Management Team

     We intend to  capitalize on our  management  team's  industry  contacts and
relationships  to attract  major  national  advertisers.  Rather than relying on
inexperienced  salesmen,  we are  looking  to our  management  to pursue  the 20
leading interactive ad agencies and the 50 leading interactive  advertisers.  We
will further  supplement  their  efforts by relying on  experienced  independent
sales representatives in strategic sales locations identified by us.

     Pursue  Strategic   Relationships  with  Select  Interactive  and  National
Advertising Agencies

     We have pursued and are continuing to pursue strategic relationships with a
variety  of  major  interactive  and  national   advertising  agencies  such  as
Interpublic, True North, Saatchi & Saatchi and J.W. Thompson.

INDUSTRY OVERVIEW AND COMPETITION

     Internet marketing and advertising is an intensely competitive business. An
increasing number of dedicated  Internet  marketing  companies are competing for
online advertising dollars. We also face competition from traditional  marketing
and advertising  firms. We expect  competition  from both sources to increase in
the future.

     Our competition for Internet  advertising  dollars  includes major Internet
advertising  companies such as DoubleClick,  24/7 Media and Flycast,  as well as
companies such as ValueClick, Advertising.com and ClickAgents. Many of these and
other  competitors  have  greater  name  recognition,  financial,  technical  or
marketing resources,  and more extensive customer bases than we do, all of which
could be leveraged to gain market share to our detriment.  While we believe that
these  companies have not yet focused on our primary  target -- re-selling  page
views on online  newspaper sites to national  advertisers -- we are certain that
these  Internet  marketing  companies  as  well  as  traditional  marketing  and
advertising  firms  will  eventually  look to  take  advantage  of this  market.
Although  we feel that our early  entry  into this  market  offers us an initial
competitive advantage,  we may not be able to compete successfully against these
companies in the future.

OUR HISTORY

     Our operations are conducted  solely through a wholly-owned  subsidiary,  a
New York corporation known as Global Network,  Inc. (the "New York Subsidiary").
The parent of the New York Subsidiary is also known as Global Network, Inc. (the
"Parent  Company");  the Parent  Company is the company that is filing this Form
10-KSB.  The  Parent  Company  was  incorporated  in Nevada  in August  1996 and
originally  was  intended to operate as a  wholesale  liquidator  of  closeouts,
factory overruns, seconds and insurance salvage goods. The Parent Company ceased
those  operations  prior  to  acquiring  the New York  Subsidiary.  The New York
Subsidiary was incorporated in April 1999.

CONTACT INFORMATION

     Our address is 575 Madison Avenue,  New York, New York 10022. Our telephone
number is (212) 605-0431. Our Internet address is www.dgonn.com.  "DGONN" stands
for "demographic geographic online newspaper network."

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Item 2.   Description of Property

     Our principal office is located at 575 Madison Avenue,  New York, NY 10022.
This office  houses all of our  employees  and the  majority  of our  operations
including investor relations, management, sales, marketing and accounting.

Item 3.   Legal Proceedings

     We  are  not  currently  a  party  to  any  pending   lawsuits  or  similar
administrative proceedings and, to the best of our knowledge, there is presently
no basis for any such suit or proceeding.

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

     Not applicable.


PART II

Item 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Our common stock trades in the over-the-counter  market on the OTC Bulletin
Board.  We began trading  under the symbol  "GNNU" on August 15, 1999.  Prior to
that date,  the stock was traded  under the symbol  "BRGB" with only limited and
sporadic trading.  The following table shows the high and low bid prices for our
common stock for each quarter from August 15, 1999,  through  December 31, 2000.
Such quotations reflect inter-dealer prices, without retail mark-up, markdown or
commission, and may not represent actual transactions.

     Quarter                             High                Low
     -------                             ----                ---
     Third Quarter 1999                  $7.56              $4.00
     Fourth Quarter 1999                 $4.81              $0.50
     First Quarter 2000                 $13.25              $0.81
     Second Quarter 2000                $10.25              $5.38
     Third Quarter 2000                  $9.25              $3.50
     Fourth Quarter 2000                 $3.50              $0.63

     As of April 11, 2000, there were approximately 78 stockholders of record of
our common stock.  On April 11, 2000, the closing bid price for our common stock
was $0.87.  We have never paid any cash dividends on our common stock and do not
anticipate  paying  dividends  in the near  future.  Any  payment of future cash
dividends  will be  determined by our Board of Directors  based upon  conditions
then existing,  including our financial condition,  capital  requirements,  cash
flow, profitability, business outlook and other factors. In addition, any credit
arrangements that we obtain in the future may restrict the payment of dividends.

RECENT SALES OF UNREGISTERED SECURITIES

     We have made the following sales of unregistered securities within the last
three years:

     August 1999

     While operating under our previous name, Bargain Brokers, Inc., we acquired
Global Network,  Inc. (the New York Subsidiary) by issuing  27,732,934 shares of
our common stock to the

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stockholders of Global Network in exchange for all of its outstanding  shares of
common  stock.  The  issuance of such  securities  was exempt from  registration
pursuant to Section 4(2) and Regulation D of the Securities Act of 1933.

     Again,  while  operating  under the name  Bargain  Brokers,  Inc.,  we sold
100,000  shares of our common stock and warrants to acquire up to an  additional
400,000  shares of our common  stock at a strike price of $2.00 per share to one
offshore  investor  for an  aggregate  sales  price of  $200,000.  The  investor
exercised  warrants to acquire 100,000 shares in August 1999,  which resulted in
additional  gross  proceeds of $200,000 to the Company.  The remaining  warrants
have expired. The sale of these securities was exempt from registration pursuant
to Section 4(2) and Regulation D of the Securities Act of 1933.

     We issued 25,000 shares of our common stock to our corporate  attorneys for
services rendered. The issuance of these securities was exempt from registration
pursuant to Section 4(2) and Regulation D of the Securities Act of 1933.

     December 1999

     We issued  10,000 shares of our common stock to our  intellectual  property
attorneys for services  rendered.  The issuance of these  securities  was exempt
from  registration  pursuant to Section 4(2) and  Regulation D of the Securities
Act of 1933.

     December 1999 Through February 2000

     We granted options to purchase an aggregate of 745,000 shares of our common
stock at  strike  prices  ranging  from  $0.50 to $0.93 to a  limited  number of
service  providers in  consideration  for services  rendered.  The grant of such
options  option was  exempt  from  registration  pursuant  to  Section  4(2) and
Regulation D of the Securities Act of 1933.

     February and March 2000

     We  sold an  aggregate  of  1,338,000  shares  of our  common  stock  to 30
accredited  investors  that  resulted  in gross  proceeds of  $1,768,250  to the
Company.  The sale of these securities was exempt from registration  pursuant to
Section 4(2) and Regulation D of the Securities Act of 1933. In connection  with
this  offering,  we also issued 5,000 shares of our common stock to a consultant
for  services  rendered.  The  issuance  of these  securities  was  exempt  from
registration  pursuant to Section 4(2) and Regulation D of the Securities Act of
1933.

     September 2000

     We sold an  aggregate of 194,750  shares of our common stock to  accredited
investors at $2 per share,  which  provided  the Company with gross  proceeds of
$389,500. In connection with this offering we issued 14,500 shares for financial
services rendered. The issuance of these securities was exempt from registration
pursuant to Section 4(2) and Regulation D of the Securities Act of 1933.

     In addition to the offerings noted above,  during 2000 the Company issued a
total of 1,000,000  shares of common stock to various vendors and consultants in
exchange for services provided. The aggregate fair value of the shares of common
stock was approximately $1,706,250.  The issuance of these securities was exempt
of registration  pursuant to Section 4(2) and Regulation D of the Securities Act
of 1933.

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     January 2001

     We sold an  aggregate of 466,750  shares of our common stock to  accredited
investors at $.25 per share,  which  provided the Company with gross proceeds of
$116,687. The issuance of these securities was exempt from registration pursuant
to Section 4(2) and Regulation D of the Securities Act of 1933.

RECENT CANCELLATIONS OF CERTAIN SHARES

     In September and October 1999,  certain of our shareholders,  including all
of our executive officers, agreed to cancel an aggregate of 21,156,934 shares of
our common  stock which they held at the time,  thereby  reducing  the number of
shares of our common stock outstanding. In March 2000, our president canceled an
additional  1,175,000 shares of our common stock that he held at the time, again
reducing  the number of shares of our common  stock  outstanding.  The number of
shares  outstanding  set forth on the cover  page of this  report  reflects  the
cancellation  of these shares.  The  cancellation of these shares in conjunction
with  the  recent  private  placements  discussed  above  allowed  us  to  raise
additional  funds  through  issuances  of equity  while  minimizing  shareholder
dilution.

Item 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATION

     Except  for  historical   information,   the  material  contained  in  this
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operation  is  forward-looking.   This  discussion  includes,   in  addition  to
historical  information,  forward-looking  statements  that  involve  risks  and
uncertainties.  The Company's  actual results could differ  materially  from the
results discussed in these forward-looking  statements.  For the purposes of the
safe harbor protection for  forward-looking  statements  provided by the Private
Securities  Litigation Reform Act of 1995,  readers are urged to review the list
of certain important  factors set forth in Cautionary  Statement for Purposes of
the Safe Harbor  Provisions of the Private  Securities  Litigation Reform Act of
1995, which is set forth below after Liquidity and Capital Resources.

RESULTS OF OPERATIONS

     REVENUES.  In 2000,  the  Company's  gross  revenues from  operations  were
$269,111  as  compared  with  $15,000  in  1999.  All  of  these  revenues  were
attributable to the sale of online banner advertising on newspaper websites.

     COST OF REVENUES.  Costs  incurred by the Company in producing  revenues in
2000 were  $178,557 as compared with $11,301 in 1999.  The increased  costs were
attributable to the increased volume of banner advertising.

     GROSS  PROFIT.  For 2000,  the  Company  had a gross  profit of  $90,554 as
compared with $3,699 in 1999.  This increase in gross profit is  attributable to
the increased volume of banner advertising.

     SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES.  The  Company's  selling,
general and administrative  expenses  increased by $2,870,923,  from $361,421 in
1999 to  $3,232,344  in 2000.  The primary  component  of this  increase was the
issuance of common stock and options to purchase  common stock of the Company in
exchange for financial and software  development  consulting and other services.
During 2000, the Company issued a total of 1,000,000  shares of its common stock
and options to purchase  550,000  shares of its common  stock,  which amount was
valued at  $1,778,250,  as compared with $84,175 in stock and options  issued in
1999 for services  rendered to the Company.  The  remainder of the increase over
1999 is primarily  attributable to an increase in personnel and consulting costs
and promotional activities resulting from the Company's continued development of
the

                                    11 of 20
<PAGE>

GNI System and sales efforts to secure clients and industry awareness.

     LOSS FROM  OPERATIONS.  Loss from  operations  for 2000 was  $3,141,790  as
compared  with  $357,722  in  1999.  The  increased  loss  from   operations  is
attributable to the increase in selling,  general and administrative expenses in
2000 versus 1999. The increase in selling,  general and administrative  expenses
includes an increase in non-cash expenses attributable to costs of services paid
through the issuance of common  stock and stock  options from $84,175 in 1999 to
$1,778,250 in 2000.

     NET LOSS.  Net loss was  $3,097,910  for 2000 as compared  with $357,722 in
1999.

     In the third  quarter of 2000,  the  Company  refocused  its  efforts  from
selling the GNI System directly to working with strategic  partners who would be
able to represent GNI more effectively.  In March 2001, the Company  consummated
its first strategic partnership with the National Newspaper Network (the "NNN").
NNN is a sales and marketing organization headquartered in New York City that is
funded by the 47 largest  circulation  newspapers in the United States.  The NNN
places  approximately $200 million of advertising  annually in newspapers in the
United States and has agreed to use the GNI System to place  advertising  in the
automobile,  packaged  goods,  pharmaceutical,   and  technology  industries  on
newspaper websites. NNN will receive a commission of 5% of the gross revenues of
all  NNN-placed  online  newspaper  advertising.  The Company  believes that its
partnership with NNN will help it to achieve significant revenue growth in 2001.

LIQUIDITY AND CAPITAL RESOURCES

     WORKING  CAPITAL.  The Company had $813,442 in currents  assets at December
31,  2000,  of which cash and cash  equivalents  amounted to  $454,945.  Current
liabilities  amounted to $210,217 at December 31, 2000. The Company had $115,510
in current  assets at  December  31,  1999,  of which cash and cash  equivalents
amounted to $14,307.  Current  liabilities  amounted to $210,217 at December 31,
2000 and $24,057 at December  31, 1999.  Working  capital at the end of 2000 was
$603,225 as compared  with  $91,453 at the end of 1999.  The increase is largely
attributable  to proceeds  from the sale of common  stock in a series of private
placements during 2000 of $2,012,750.

     CASH  FLOW  FROM  OPERATIONS.  For  2000,  the  Company  used net cash from
operating  activities of  $1,384,700,  as compared  with  $350,693 in 1999.  The
significant  increase in 2000 was largely attributable to the Company's net loss
($3,097,910) for 2000 as compared with ($357,722) for 1999,  offset, in part, in
2000 by costs of services  paid  through the  issuance of common stock and stock
options of $1,778,250.

     CASH FLOW FROM INVESTING  ACTIVITIES.  For 2000, the Company had a net cash
outflow  of  $162,663   attributable  to  payments  for   capitalized   software
development costs and purchases of computer  equipment.  The Company had no cash
flows from investing activities in 1999.

     CASH FLOW FROM FINANCING  ACTIVITIES.  For 2000, the Company had a net cash
inflow of  $1,988,000  as  compared  with  $365,000  in 1999.  The  increase  of
$1,623,000  is almost  wholly  attributable  to proceeds from the sale of common
stock in private  placements  in 2000 of  $2,012,750  as compared  with $400,000
received from the sale of common stock and the exercise of warrants in 1999.

     STOCKHOLDERS'  EQUITY. The Company's  stockholders'  equity at December 31,
2000 was  $1,090,873,  including an  accumulated  deficit of  ($3,455,632).  The
Company's  stockholders'  equity at December 31, 1999 was $91,453,  including an
accumulated deficit of ($357,722).  The increase in the Company's  stockholders'
equity during 2000 is primarily  attributable  to: (i) the receipt of $2,012,750
in proceeds  attributable to private placements of the Company's common stock in
2000 and (ii) the  issuance of common  stock and stock  options in exchange  for
services with an aggregate fair

                                    12 of 20
<PAGE>

value of $2,102,250.  These  increases were offset by the Company's net loss for
the year of ($3,097,910).

     The  Company  may  require  additional  capital  during 2001 to continue to
implement its business  strategy.  Such additional capital may be raised through
public or private financings, as well as through borrowings and other resources.
To the extent that  additional  capital is raised  through the sale of equity or
equity-related  securities,  the  issuance of such  securities  could  result in
dilution to the Company's stockholders. No assurance can be given, however, that
the  Company  will have access to the  capital  markets in the  future,  or that
financing  will be available on acceptable  terms to satisfy the Company's  cash
requirements  to implement  its business  strategy.  If the Company is unable to
access  the  capital  markets or obtain  acceptable  financing,  the  results of
operations and financial  conditions could be materially and adversely affected.
If  adequate  funds are not  available  to the  Company,  it may be  required to
curtail  operations  significantly  or to obtain  funds  through  entering  into
arrangements  with  collaborative  partners  or others  that may  require  it to
relinquish  rights in its  technology.  While the  Company  has begun to receive
commercial  revenues,  there  can be no  assurances  that  revenue  growth  will
continue or be able to provide adequate cash to sustain its operations.

     Cautionary  Statement for Purposes of the "Safe  Harbor"  Provisions of the
     Private Securities Litigation Reform Act of 1995

     Certain statements contained in our Annual Report contain  "forward-looking
statements" within the meaning of the private  Securities  Litigation Reform Act
of 1995.  These are  statements  that do not relate  strictly to  historical  or
current facts. Such  forward-looking  statements involve known and unknown risks
and uncertainties. The Company's actual results could differ materially from the
results discussed in the forward-looking statements. Factors that could cause or
contribute  to  such   differences   are  discussed   below.   These  risks  and
uncertainties include, without limitation:

     o    the rate of market development and acceptance of our technology;

     o    the  limited  revenues  and  significant   operating  losses  we  have
          generated to date;

     o    the possibility of significant ongoing capital requirements;

     o    the loss of any significant customer;

     o    the ability of the  Company to compete  successfully  with  current or
          future competitors;

     o    the ability of the Company to secure additional  financing as and when
          necessary;

     o    the  ability  of the  Company  to  retain  the  services  of  its  key
          management, and to attract new members of the management team;

     o    the  ability of the Company to effect and retain  appropriate  patent,
          copyright and trademark protection of its products; and

     o    the  ability of the Company to achieve  adequate  levels of revenue to
          recover its investment in capitalized software development costs.

     For  the  purposes  of  the  safe  harbor  protection  for  forward-looking
statements  provided by the Private  Securities  Litigation  Reform Act of 1995,
readers are urged to review the list of certain  important  factors set forth in
"Cautionary  Statement  for  Purposes  of the 'Safe  Harbor'  Provisions  of the
Private Securities Litigation Reform Act of 1995".

                                    13 of 20
<PAGE>

     We  undertake  no  obligation  to release  publicly  any  revisions  to the
forward-looking statements or to reflect events or circumstances occurring after
the date of this Form 10-KSB.

Item 7.   FINANCIAL STATEMENTS

     Our financial statements are attached to this report beginning on page F-1.

Item 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

     None.


PART III

Item 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

OFFICERS AND DIRECTORS

     Following  is  certain   information  about  our  executive   officers  and
directors.  We have  not  entered  into  employment  agreements  with any of our
executive officers.

     James C. Mason, CEO, President, Treasurer and Director/1/

     Mr.  Mason,  age 56, has over 30 years of senior  management  experience in
both large corporation and entrepreneurial  enterprises.  Before co-founding GNI
in 1999, he held executive positions with several  entrepreneurial  companies in
publishing and marketing and acted as consultant to numerous  investment banking
and  publishing  institutions,  including  Lazard Freres,  Merrill Lynch,  Times
Mirror,  McGraw-Hill,  and  Hachette  Filipachhi.  From 1987 to 1991,  Mason was
Executive  Vice President of Sales and Marketing at New York Daily News and from
1985 to 1987 he was  Associate  Publisher  and a  partner  at U.S.  News & World
Report.

     John F. Grant, Executive Vice President, Treasurer and Director/1/

     Mr.  Grant,  age 63, began his career in  publishing in 1966 when he joined
National  Geographic as International  Director,  a position which he held until
1980.  During his tenure,  Mr. Grant launched two international  operations.  In
1980,  Mr.  Grant joined Knapp  Communications  as Publisher  for GEO, a startup
magazine.  In 1985, Mr. Grant started his own real estate firm,  Jacpa Equities,
which he ran from 1985-1988.  In 1988, Mr. Grant returned to publishing as Sales
Manager  for  Scientific  American  magazine  until  1990  when he  became  Vice
President of Harper's  magazine.  His last venture prior to joining GNI was with
Mutual Funds magazine, which he co-founded in 1994.

     Arnold R. Behrman, Executive Vice President, Secretary and Director/1/

     Mr. Behrman,  age 58, has spent 35 years in executive  positions with major
advertising  agencies and publishing  organizations.  Starting in media in 1964,
Mr. Behrman joined Compton  Advertising,  now a subsidiary of Saatchi & Saatchi.
Mr. Behrman rose through the ranks until achieving total  responsibility for all
print media decisions at Compton. Mr. Behrman became a

----------
/1/  Messrs.  Grant and Berman were not reelected to their respective  positions
     as officers of the Company at the  December 1, 2000 meeting of the Board of
     Directors,  at which time Mr. Mason was elected Treasurer and Mr. Stillwell
     was  elected  Secretary.  Mr.  Grant and Mr.  Behrman  resigned  from their
     positions as directors effective March 1, 2001.
----------

                                    14 of 20
<PAGE>

specialist in packaged goods and personally  directed all print  advertising for
Proctor & Gamble,  and directed print strategies over all ten of their agencies.
Mr. Behrman left to join the Newspaper Association of America as Vice President.
Mr.  Behrman's  responsibilities  included  the  coordination  of all the member
newspapers.  In 1998,  Mr.  Behrman  started  his own  consulting  firm where he
remained  until  April  1999 when he joined  Global  Network as  Executive  Vice
President.

     Dennis Stillwell, Secretary and Director/1/

     Mr.  Stillwell,  age 54,  joined  our Board of  Directors  and was  elected
Secretary of the Company in December 2000. Mr. Stillwell has served as President
of IMEX Exchange,  an Internet development and consultancy company owned by him,
since 1995.

     David Altschiller, Director

     Mr.  Altschiller,  age 59, joined our Board of Directors in December  2000.
Mr.  Altschiller  is currently  the  Chairman of the New York  division of Hill,
Holliday,  Connors,  Cosmopulos, an advertising agency that is a division of the
Interpublic Group of Companies.  Mr.  Altschiller  helped to found the agency in
1977 under a different  name (Hill,  Holliday/Altschiler)  and has been with the
company since it was founded. Mr. Altschiller has taught advertising at New York
University and the Pratt Institute and has served as a visiting professor to the
master program in advertising at Syracuse University for the past 25 years.

     Paul Benjou, Director

     Mr. Benjou, age 52, joined our Board of Directors in December 2000. For the
past three years,  Mr. Benjou has held the position of Executive  Vice President
of Draft  Worldwide.  Prior to that,  Mr.  Benjou was  President  of Group 1, an
advertising company owned by him.

     Alex Lucas, Director

     Mr. Lucas,  age 60, joined our Board of Directors in December  2000.  Since
June 1999, Mr. Lucas has worked as an international  financial consultant and in
public  relations  in  Budapest,  Hungary.  Prior to that,  Mr.  Lucas served as
Director of Marketing and Corporate Finance for Crane Bank in Kampala, Uganda.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Based  solely  on a  review  of  Forms  3, 4 and 5 and  amendments  thereto
furnished  to us during or  relating  to the past  fiscal  year,  the  following
persons failed to timely file the reports described below.

     Messrs.  Altschiller,  Benjou,  Behrman, Grant, Lucas, Mason and Stillwell,
each of whom is either an officer, director or beneficial owner of more than 10%
of the common stock of the Company,  failed to file their respective Form 3s and
Form 5s in 2000 as required by Section 16(a) of the Exchange Act. We expect that
these individuals will file Form 3s shortly following the filing of this report.

Item 10.  EXECUTIVE COMPENSATION

     The following table shows compensation for services rendered to the Company
during the fiscal years ended December 31, 2000 and 1999,  respectively,  by the
Chief Executive  Officer and each other executive  officer of the Company.  Each
executive  officer  serves  under  the  authority  of the  Board  of  Directors.
Directors who are also  employees of the Company  receive no extra  compensation
for their service on the Board of Directors of the Company.

                                    15 of 20
<PAGE>

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                      Annual Compensation                 Long-Term Compensation
--------------------------------------------------------------------------------------------------------
                                                                            Awards             Payouts
                                                                   -------------------------------------
                                                                                Securities
                                                        Annual     Restricted   Underlying                 All Other
                                                       Compensa-     Stock       Options/       LTIP       Compensa-
Name and                        Salary      Bonus        tion       Award(s)      SARs(1)      Payouts       tion
Principal Position     Year       ($)        ($)          ($)          ($)          (#)          ($)          ($)
<S>                    <C>     <C>           <C>          <C>          <C>          <C>          <C>          <C>
James C. Mason,        2000    $115,500      -0-          -0-          -0-          -0-          -0-          -0-
President, CEO,
Treasurer &
Director               1999     $90,000      -0-          -0-          -0-          -0-          -0-          -0-

John F. Grant,         2000    $105,500      -0-          -0-          -0-          -0-          -0-          -0-
Executive Vice
President,
Treasurer and
Director*              1999     $90,000      -0-          -0-          -0-          -0-          -0-          -0-

Arnold R. Behrman,     2000    $105,500      -0-          -0-          -0-          -0-          -0-          -0-
Executive Vice
President,
Secretary and
Director*              1999     $90,000      -0-          -0-          -0-          -0-          -0-          -0-

--------------------------------------------------------------------------------------------------------------------
*  Messrs. Grant and Behrman no longer hold positions as officers or directors of the Company.  See Item 9.
   Officers and Directors, note 1.
</TABLE>


     None  of  our  officers  have  been  awarded  any  stock   options,   stock
appreciation rights or other long term or incentive compensation. We do not have
any written employment agreements with any of our executive officers.

     The members of our board of directors  are  reimbursed  for actual  expense
incurred in attending board meetings. In addition, Mr. Benjou was granted 25,000
shares of common stock upon his election to the Board of  Directors.  In January
2001,  Mr. Benjou was granted an additional  75,000 shares of common stock,  and
Messrs.  Altschiller,  and Stillwell were each granted  100,000 shares of common
stock.  in connection  with their  appointment as directors.  There are no other
arrangements for compensation to directors.

Item 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth  certain  information  with  respect  to
beneficial ownership of our common stock as of April 11, 2001 by (i) each person
known to us to be the  beneficial  owner of more than five percent of our common
stock, (ii) each of our executive  officers and directors,  and (iii) all of our
executive officers and directors as a group.

     As of April  11,  2001,  there  were  12,680,000  shares  of  common  stock
outstanding.

--------------------------------------------------------------------------------
                                            Number of Shares        Percentage
Name and Address of Beneficial Owner       Beneficially Owned        of Class
--------------------------------------------------------------------------------

5% Beneficial Owners

John F. Grant                                  2,005,000*              15.8%
221 East 21 Street, Apt. 2-A
New York, New York 10010

                                    16 of 20
<PAGE>

Arnold R. Behrman                              1,465,000*              11.6%
301 Pleasant Valley Road
Morganville, New Jersey 07751

Officers and Directors

James C. Mason                                 2,305,000               18.2%
575 Madison Avenue, 10th Floor
New York, New York 10022

Dennis Stillwell                               1,000,000                7.9%
575 Madison Avenue, 10th Floor
New York, New York 10022

David Altschiller                                100,000                0.8%
575 Madison Avenue, 10th Floor
New York, New York 10022

Paul Benjou                                      100,000                0.8%
575 Madison Avenue, 10th Floor
New York, New York 10022

Alex Lucas                                             0                -
575 Madison Avenue, 10th Floor
New York, New York 10022

Officers and directors as a group              3,505,000               27.6%

---------------
*    Reflects the  acquisition  of 200,000 shares from each of Behrman and Grant
     by GNI  pursuant  to  their  respective  Separation  and  Share  Repurchase
     Agreements.


Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Except as set forth below, we are not aware of any  transaction  during the
last two years, or proposed transactions, to which we were or are to be a party,
with any person, in which any director,  executive officer,  5% security holder,
or member of the immediate  family of any of the previously named persons had or
is to have a direct or indirect material interest.

     Pursuant to an oral agreement with the Company, during 2001 we paid fees of
approximately  $20,000,  plus reimbursement for out of pocket expenses,  to IMEX
Exchange  Inc., a designer and  developer of web sites,  to assist us in further
developing  our web site  and  creating  proprietary  software  for the  design,
distribution, and measurement of interactive advertising.  Dennis Stillwell, the
President  and CEO of IMEX  Exchange  Inc.,  is an officer of GNI and holds more
than 5% of our common stock.

     During 2000, we entered into an oral  agreement  with Meta Media, a company
controlled by the wife of our former officer and director,  Arnold Behrman,  for
the development of a software  database.  We paid  approximately  $75,500,  plus
reimbursement  for out of  pocket  expenses,  to  Meta  Media  for the  services
provided.

     Pixel  Incorporated,  one of our suppliers,  is owned by Jill Mason, who is
the wife of our President,  Jim Mason. Throughout 2000 and to the present, Pixel
has provided us with  secretarial  services and  assistance in  connection  with
investor  relations,  including  responding  to emails and  preparing  financial
information. During 1999 and 2000, we paid Pixel approximately $33,000 and

                                    17 of 20
<PAGE>

$90,500,  respectively,  plus  reimbursement  for  out of  pocket  expenses,  as
compensation for services.

     During  1999  and  2000,  we  paid   approximately   $21,000  and  $82,000,
respectively,   plus  reimbursement  for  out  of  pocket  expenses,   to  Grant
International, a boat charter business owned by our former officer and director,
John Grant,  in connection  with  marketing and business  development  events on
behalf of the Company.

     Two of our  directors,  John Grant and Arnold  Behrman,  resigned  from our
Board  of  Directors   effective   March  1,  2001.  In  connection  with  their
resignations,  the  Company  entered  into a  separation  and  share  repurchase
agreement  with  each of  them.  The  agreements  provided  that  the  departing
directors  reimburse the Company for the advances owed by them to the Company by
each tendering 200,000 shares of our common stock.

     The  agreements  also  provide  that we will  repurchase  an  aggregate  of
3,270,000  shares  of our  common  stock  currently  held by  Messrs.  Grant and
Behrman.  We will buy the shares  back at a price of $0.10 per  share.  The cost
will be  $327,000 in the  aggregate.  The shares  will be  purchased  in lots of
150,000  shares  each month from each former  director,  although if we purchase
more than 150,000 shares from a former  director in a particular  month,  we may
carry the excess into future months for purposes of meeting the minimum  monthly
repurchase  requirement.  Once the repurchase is complete,  each former director
will still hold 100,000 shares, but the former directors have agreed not to sell
those  remaining  shares  until the earlier of one year after we have  completed
repurchasing all the other shares or until a "sale event" occurs. We will cancel
the shares that are repurchased.

     Both former  directors  agreed not to compete with the Company for a period
of six months  from March 1, 20001,  in the field of  designing  and  developing
software  to be used in  connection  with the  packaging,  selling or placing of
on-line banner advertising on newspaper websites.


PART IV

Item 13.  EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a)  Exhibits

     2.1  Agreement and Plan of Reorganization dated as of August 5, 1999 by and
          among Bargain  Brokers,  Inc., a Nevada  corporation,  Global Network,
          Inc., a New York Corporation,  and the shareholders of Global Network,
          Inc.(1)

     3.1  Articles of Incorporation of Global Network, Inc., as amended(1)

     3.2  Bylaws of Global Network, Inc.(1)

     4.1  Separation and Share Repurchase Agreement,  dated as of March 1, 2001,
          between Global Network, Inc. and John F. Grant

     4.2  Separation and Share Repurchase Agreement,  dated as of March 1, 2001,
          between Global Network, Inc. and Arnold Behrman

     4.3  Letter Agreement dated April 4, 2001 among Global Network,  Inc., John
          F. Grant and Arnold Behrman  amending  Separation and Share Repurchase
          Agreement, dated as of March 1, 2001, between Global Network, Inc. and
          John F. Grant and Separation and Share Repurchase Agreement,  dated as
          of March 1, 2001, between Global Network, Inc. and Arnold Behrman.

                                    18 of 20
<PAGE>

     10.1 Agreement  between the Newspaper  National  Network and Global Network
          Inc. dated March 27, 2001.

     21.1 List of Subsidiaries(1)

---------------
(1)  Incorporated  by reference to GNI's  Registration  Statement on Form 10-SB,
     filed with the Securities and Exchange Commission on August 30, 1999.

(b)  Reports on Form 8-K

          None.

                                    19 of 20
<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.

Date:  April 12, 2001
                                   GLOBAL NETWORK INC. (Registrant)


                               By: /s/ James C. Mason
                                   ---------------------------------------------
                                   James C. Mason, CEO, President, and Treasurer

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.


/s/ James C. Mason                                    April 12, 2001
-----------------------------------
James C. Mason, CEO, President,
Treasurer and Director
(Principal Executive, Financial
and Accounting Officer)
/s/ Dennis Stillwell                                  April 12, 2001
-----------------------------------
Dennis Stillwell, Secretary and
Director
/s/ Alex Lucas                                        April 12, 2001
-----------------------------------
Alex Lucas
Director

                                    20 of 20
<PAGE>

                       GLOBAL NETWORK, INC. AND SUBSIDIARY
                          (A Development Stage Company)


                                    I N D E X


                                                                           PAGE

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                    F-2

CONSOLIDATED BALANCE SHEET
     DECEMBER 31, 2000                                                      F-3

CONSOLIDATED STATEMENTS OF OPERATIONS
     YEAR ENDED DECEMBER 31, 2000, PERIOD FROM APRIL 26, 1999
     (DATE OF INCEPTION) THROUGH DECEMBER 31, 1999 AND PERIOD
     FROM APRIL 26, 1999 THROUGH DECEMBER 31, 2000                          F-4

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
     YEAR ENDED DECEMBER 31, 2000, PERIOD FROM APRIL 26, 1999
     (DATE OF INCEPTION) THROUGH DECEMBER 31, 1999 AND PERIOD
     FROM APRIL 26, 1999 THROUGH DECEMBER 31, 2000                          F-5

CONSOLIDATED STATEMENTS OF CASH FLOWS
     YEAR ENDED DECEMBER 31, 2000, PERIOD FROM APRIL 26, 1999
     (DATE OF INCEPTION) THROUGH DECEMBER 31, 1999 AND PERIOD
     FROM APRIL 26, 1999 THROUGH DECEMBER 31, 2000                          F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                F-7/17


                                      * * *

<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Board of Directors
Global Network, Inc.


We have audited the accompanying  consolidated  balance sheet of GLOBAL NETWORK,
INC. AND SUBSIDIARY (a  development  stage company) as of December 31, 2000, and
the related  consolidated  statements of  operations,  changes in  stockholders'
equity and cash flows for the year ended  December  31,  2000,  the period  from
April 26, 1999 (date of inception) through December 31, 1999 and the period from
April 26, 1999 through  December 31, 2000.  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 audits.

We conducted our audits in accordance with auditing standards generally accepted
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 accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of Global Network, Inc.
and Subsidiary as of December 31, 2000, and their results of operations and cash
flows for the year ended December 31, 2000, the period from April 26, 1999 (date
of  inception)  through  December  31,  1999 and the period  from April 26, 1999
through  December 31, 2000, in conformity with accounting  principles  generally
accepted in the United States of America.


                                                     J.H. COHN LLP

Roseland, New Jersey
April 9, 2001

                                      F-2
<PAGE>

                       GLOBAL NETWORK, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2000


                                     ASSETS

Current assets:
  Cash and cash equivalents                                          $  454,945
  Accounts receivable, net of allowance for doubtful accounts           167,343
  Advances to officers and former officers                              170,454
  Other current assets                                                   20,700
                                                                     ----------
    Total current assets                                                813,442

Computer equipment, net of accumulated depreciation of $6,846           130,068
Capitalized software development costs, net of accumulated
  amortization of $21,206                                               400,908
Other assets                                                              7,837
                                                                     ----------

    Total                                                            $1,352,255
                                                                     ==========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses                              $  175,532
  Current portion of capital lease obligations                           14,121
  Other current liabilities                                              20,564
                                                                     ----------
    Total current liabilities                                           210,217

Capital lease obligations, net of current portion                        51,165
                                                                     ----------
    Total liabilities                                                   261,382
                                                                     ----------

Commitments and contingencies

Stockholders' equity:
  Preferred stock, $.001 par value; 5,000,000 shares authorized;
    none issued                                                            -
  Common stock, $.001 par value; 50,000,000 shares authorized;
    12,188,250 shares issued and outstanding                             12,188
  Additional paid-in capital                                          4,551,987
  Treasury stock - 14,500 shares, at cost                               (17,670)
  Deficit accumulated in the development stage                       (3,455,632)
                                                                     ----------
    Total stockholders' equity                                        1,090,873
                                                                     ----------

    Total                                                            $1,352,255
                                                                     ==========


See Notes to Consolidated Financial Statements.

                                      F-3
<PAGE>

                       GLOBAL NETWORK, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                       Period from
                                                          April
                                                         26, 1999
                                                        (Date of
                                             Year       Inception)
                                             Ended       Through    Cumulative
                                            December     December      from
                                            31, 2000     31, 1999   Inception
                                          -----------   ----------  -----------

Revenues                                  $   269,111   $   15,000  $   284,111

Cost of revenues                              178,557       11,301      189,858
                                          -----------   ----------  -----------

Gross profit                                   90,554        3,699       94,253

Selling, general and administrative
  expenses                                  3,232,344      361,421    3,593,765
                                          -----------   ----------  -----------

Loss from operations                       (3,141,790)    (357,722)  (3,499,512)

Interest income, net of interest expense
  of $6,125                                    43,880                    43,880
                                          -----------   ----------  -----------

Net loss                                  $(3,097,910)  $ (357,722) $(3,455,632)
                                          ===========   ==========  ===========

Basic net loss per common share           $      (.28)  $     (.04)
                                          ===========   ==========

Basic weighted average common shares
  outstanding                              11,044,116   10,055,751
                                          ===========  ===========


See Notes to Consolidated Financial Statements.

                                      F-4
<PAGE>

                       GLOBAL NETWORK, INC. AND SUBSIDIARY
                          (A Development Stage Company)

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
            YEAR ENDED DECEMBER 31, 2000, PERIOD FROM APRIL 26, 1999
                  (DATE OF INCEPTION) THROUGH DECEMBER 31, 1999
            AND PERIOD FROM APRIL 26, 1999 THROUGH DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                                                             Deficit
                                                                                                           Accumulated
                                                                          Stock      Additional               in the
                                                       Common Stock    Subscription   Paid-in    Treasury  Development
                                                     Shares   Amount    Receivable    Capital     Stock       Stage        Total
                                                   ---------- -------  ------------  ----------  --------  -----------  -----------
<S>                                                <C>        <C>        <C>        <C>          <C>       <C>          <C>
Initial issuance of shares on April 26, 1999
  (as  retroactively  adjusted to reflect shares
  effectively  issued prior to reverse acquisition
  on August 5, 1999 and the effects of certain
  agreements on September 9, 1999)                  9,000,000 $   100       $(100)
Effects of reverse acquisition                      1,576,000  10,476         100    $ (45,576)                         $   (35,000)
Sale of units of shares of common stock
  and warrants through private placement              100,000     100                  199,900                              200,000
Exercise of warrants                                  100,000     100                  199,900                              200,000
Effects of issuance of common stock in
  exchange for services                                35,000      35                    8,090                                8,125
Effects of issuance of stock options in
  exchange for services                                                                 76,050                               76,050
Net loss                                                                                                   $  (357,722)    (357,722)
                                                   ---------- -------    --------   ----------   --------  -----------  -----------
Balance, December 31, 1999                         10,811,000  10,811        -         438,364                (357,722)      91,453
Sale of shares of common stock through private
  placements, net of expenses of $145,250           1,552,250   1,552                2,011,198                            2,012,750
Cancellation of shares of common stock             (1,175,000) (1,175)                   1,175
Effects of issuance of common stock in
  exchange for services                             1,000,000   1,000                1,705,250                            1,706,250
Effects of issuance of stock options in
  exchange for services                                                                396,000                              396,000
Purchase of 14,500 shares of treasury stock                                                      $(17,670)                  (17,670)
Net loss                                                                                                   (3,097,910)   (3,097,910)
                                                   ---------- -------    --------   ----------   --------  -----------  -----------
Balance, December 31, 2000                         12,188,250 $12,188    $   -      $4,551,987   $(17,670) $(3,455,632) $ 1,090,873
                                                   ========== =======    ========   ==========   ========  ===========  ===========
</TABLE>


See Notes to Consolidated Financial Statements.

                                      F-5
<PAGE>

                       GLOBAL NETWORK, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                  Period from
                                                                     April
                                                                    26, 1999
                                                                   (Date of
                                                       Year        Inception)
                                                       Ended        Through    Cumulative
                                                      December      December      from
                                                      31, 2000      31, 1999   Inception
                                                     -----------   ----------  -----------
<S>                                                  <C>           <C>         <C>
Operating activities:
  Net loss                                           $(3,097,910)  $(357,722)  $(3,455,632)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Provision for doubtful accounts                       20,000                    20,000
    Depreciation and amortization                         28,052                    28,052
    Costs of services paid through issuance of
      common stock and stock options                   1,778,250      84,175     1,862,425
    Changes in operating assets and liabilities:
      Accounts receivable                               (172,343)    (15,000)     (187,343)
      Advances to officers and former officers           (84,251)    (86,203)     (170,454)
      Other current assets                               (20,700)                  (20,700)
      Other assets                                        (7,837)                   (7,837)
      Accounts payable and accrued expenses              151,475      24,057       175,532
      Other current liabilities                           20,564                    20,564
                                                     -----------   ---------   -----------
        Net cash used in operating activities         (1,384,700)   (350,693)   (1,735,393)
                                                     -----------   ---------   -----------

Investing activities:
  Purchase of computer equipment                         (64,549)                 (64,549)
  Payments for capitalized software development
    costs                                                (98,114)                 (98,114)
                                                     -----------               ----------
        Net cash used in investing activities           (162,663)                (162,663)
                                                     -----------               ----------

Financing activities:
  Payment of capital lease obligations                    (7,079)                  (7,079)
  Proceeds from sale of common stock and
    warrants                                           2,012,750     200,000    2,212,750
  Proceeds from exercise of warrants                                 200,000      200,000
  Payments of costs in connection with reverse
    acquisition                                                      (35,000)     (35,000)
  Purchase of treasury stock                             (17,670)                 (17,670)
                                                     -----------   ---------   ----------
        Net cash provided by financing activities      1,988,001     365,000    2,353,001
                                                     -----------   ---------   ----------

Net increase in cash and cash equivalents                440,638      14,307      454,945

Cash and cash equivalents, beginning of period            14,307        -            -
                                                     -----------   ---------   ----------

Cash and cash equivalents, end of period             $   454,945   $  14,307   $  454,945
                                                     ===========   =========   ==========

Supplemental disclosure of cash flow data:
  Interest paid                                      $     6,125               $    6,125
                                                     ===========               ==========
</TABLE>


See Notes to Consolidated Financial Statements.

                                      F-6
<PAGE>

                       GLOBAL NETWORK, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1  - Organization and business:

          Global Network, Inc. ("Global Nevada") was originally  incorporated in
          August 1996 in Nevada as Bargain Brokers,  Inc. to develop  operations
          as a liquidator of closeouts,  factory overruns, seconds and insurance
          salvage goods. However,  Global Nevada never generated any significant
          revenues or expenses in connection with such operations, and it was an
          inactive  "shell  company" whose common shares were publicly traded at
          the time of the exchange of shares described below.

          Global Network,  Inc. ("Global New York") was originally  incorporated
          on April 26, 1999 in New York to develop business operations comprised
          of packaging and selling  online banner  advertising  on newspaper web
          sites to national advertisers. It has developed a proprietary software
          system that allows national advertisers and their ad agencies to place
          ads on  multiple  newspaper  web  sites at one  time  and to  target a
          specific demographic by having the advertisement posted in the section
          of the  newspaper  that  they  choose.  During  the  period  from  its
          inception on April 26, 1999 through December 31, 2000, Global New York
          did not generate any significant revenues and, accordingly,  it was in
          the development  stage at the time of the exchange of shares described
          below and as of December 31, 2000.

          As of August 5, 1999, Global Nevada had, effectively, 1,576,000 shares
          of common stock  outstanding,  with a par value of $.001 per share. As
          of that date, Global Nevada issued 9,000,000 shares of common stock to
          acquire all of the 9,000,000 shares of common stock,  which had no par
          value,  of Global New York that were,  effectively,  then  outstanding
          (the  "Exchange").  All  references to numbers of shares and per share
          amounts in these  notes and the  accompanying  consolidated  financial
          statements have been retroactively  restated,  where appropriate,  for
          shares  cancelled  as a result of (i) the  issuance of shares upon the
          exercise of warrants  on August 10, 1999 and (ii) the  September  1999
          agreements (the "Cancellation  Agreements")  pursuant to which certain
          stockholders  waived  their  right to  receive  and/or  agreed  to the
          cancellation  of  certain  shares  which had been held in  escrow,  as
          further  explained in Note 5. As a result of the Exchange,  Global New
          York became a  wholly-owned  subsidiary of Global  Nevada,  and Global
          Nevada had  10,576,000  shares of common stock  outstanding,  of which
          9,000,000 shares,  or 85.1%, were owned by the former  stockholders of
          Global  New York and  1,576,000  shares,  or 14.9%,  were owned by the
          former  stockholders  of Global  Nevada.  However,  since  the  former
          stockholders of Global New York became the owners of a majority of the
          outstanding  common  shares of Global  Nevada  after the  Exchange and
          Global Nevada had no  significant  operating  activities or assets and
          liabilities prior to the Exchange,  the Exchange was treated effective
          as of  August  5,  1999 as a  "purchase  business  combination"  and a
          "reverse  acquisition" for accounting  purposes in which Global Nevada
          was the  legal  acquirer  and  Global  New  York  was  the  accounting
          acquirer.

                                      F-7
<PAGE>

                       GLOBAL NETWORK, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 -  Organization and business (concluded):

          As a result,  the assets and  liabilities of the accounting  acquirer,
          Global New York, continued to be recorded at their historical carrying
          values as of August 5,  1999;  however,  common  stock and  additional
          paid-in  capital  were  adjusted  as of August 5, 1999 to reflect  the
          $.001 per share par value of the shares of the legal acquirer,  Global
          Nevada,  and all references to the number of shares of common stock of
          Global New York as of dates or for periods  prior to the Exchange have
          been  restated to reflect the ratio of the number of common  shares of
          Global  Nevada  effectively  exchanged for common shares of Global New
          York. In addition, the accompanying  consolidated financial statements
          for the periods prior to August 5, 1999 are comprised, effectively, of
          the historical financial statements of Global New York.

          As used  herein,  the  "Company"  refers to Global  New York  prior to
          August  5,  1999 and  Global  Nevada  together  with  Global  New York
          subsequent  to that date.  As used herein,  "2000"  refers to the year
          ended  December 31, 2000,  "1999"  refers to the period from April 26,
          1999 (date of  inception)  to December  31, 1999 and the "period  from
          inception"  refers to the period from April 26, 1999 through  December
          31, 2000.


Note 2 -  Summary of accounting policies:

            Use of estimates:

               The  preparation  of  financial  statements  in  conformity  with
               accounting  principles generally accepted in the United States of
               America  requires  management to make  estimates and  assumptions
               that   affect   certain   reported   amounts   and   disclosures.
               Accordingly, actual results could differ from those estimates.

            Principles of consolidation:

               The accompanying  consolidated  financial  statements include the
               accounts of Global Nevada from its  acquisition on August 5, 1999
               and Global New York, its wholly-owned subsidiary,  from April 26,
               1999, the date of its  inception.  All  significant  intercompany
               accounts and transactions have been eliminated in consolidation.

            Cash equivalents:

               The Company  considers highly liquid  investments with maturities
               of three months or less to be cash equivalents.

            Revenue recognition:

               Revenue is  recognized  when earned.  For  advertising  services,
               revenue  is  earned  generally  when  advertising  placed  by the
               Company appears on the newspaper web sites.

                                      F-8
<PAGE>

                       GLOBAL NETWORK, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 2 -  Summary of significant accounting policies (continued):

            Income taxes:

               The Company  accounts for income taxes  pursuant to the asset and
               liability  method which requires  deferred  income tax assets and
               liabilities  to be computed  annually for  temporary  differences
               between  the  financial  statement  and tax bases of  assets  and
               liabilities that will result in taxable or deductible  amounts in
               the future based on enacted tax laws and rates  applicable to the
               periods in which the  differences  are expected to affect taxable
               income.  Valuation  allowances are established  when necessary to
               reduce deferred tax assets to the amount expected to be realized.
               The  income  tax  provision  or  credit  is the  tax  payable  or
               refundable  for the period  plus or minus the  change  during the
               period in the deferred tax assets and liabilities.

            Computer equipment:

               Computer   equipment  is  stated  at  cost,  net  of  accumulated
               depreciation.   Depreciation   of  equipment  is  provided  on  a
               straight-line basis over the estimated useful lives of the assets
               of five years.

            Software development costs:

               The Company  accounts for costs  incurred in connection  with the
               development of software in accordance  with Statement of Position
               98-1,  "Accounting  for Costs of Computer  Software  Developed or
               Obtained for Internal  Use."  Accordingly,  all costs incurred in
               preliminary project stage are expensed as incurred,  and internal
               and  external  costs  incurred to develop  internal  use computer
               software   during   the   application   development   stage   are
               capitalized. Capitalized software development costs are amortized
               on a  straight-line  basis over an estimated  useful life of five
               years.

               The Company capitalized costs of approximately $422,000 that were
               incurred in connection with the application and development stage
               of its proprietary software during 2000.

            Impairment of long-lived assets:

               The Company has adopted the  provisions of Statement of Financial
               Accounting  Standards No. 121,  "Accounting for the Impairment of
               Long-Lived  Assets and for  Long-Lived  Assets to be Disposed of"
               ("SFAS  121").  Under SFAS 121,  impairment  losses on long-lived
               assets,  such as equipment and capitalized  web site  development
               costs,  are  recognized  when events or changes in  circumstances
               indicate  that  the  undiscounted  cash  flows  estimated  to  be
               generated by such assets are less than their  carrying value and,
               accordingly,  all or a portion of such carrying  value may not be
               recoverable. Impairment losses are then measured by comparing the
               fair value of assets to their carrying amounts.

                                      F-9
<PAGE>

                       GLOBAL NETWORK, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 2 -  Summary of significant accounting policies (continued):

            Net earnings (loss) per common share:

               The Company  presents  "basic"  earnings  (loss) per common share
               and, if applicable, it will present "diluted" earnings per common
               share  pursuant  to the  provisions  of  Statement  of  Financial
               Accounting  Standards No. 128,  "Earnings per Share".  Generally,
               basic earnings  (loss) per common share is calculated by dividing
               net  income  or loss by the  weighted  average  number  of common
               shares outstanding during each period. The calculation of diluted
               earnings  per common  share is similar to that of basic  earnings
               per common  share,  except that the  denominator  is increased to
               include the number of  additional  common  shares that would have
               been outstanding if all potentially  dilutive common shares, such
               as those issuable upon the exercise of options and warrants, were
               issued during the period.

               The weighted  average  number of common shares of 11,048,062  and
               10,055,751  used in the  computation of basic net loss per common
               share for 2000 and 1999,  respectively,  (i) includes the effects
               of the  issuance of the  1,576,000  shares of common stock to the
               owners of  Global  Nevada  as a result  of the  Exchange  and the
               reverse  acquisition by Global New York for the period subsequent
               to August 5, 1999,  the date of the  Exchange,  and (ii) excludes
               the effects of the 21,156,934 shares of common stock owned by the
               founders of Global New York and Global Nevada that were cancelled
               as a result  of the  issuance  of  shares  upon the  exercise  of
               warrants on August 10, 1999 and the  Cancellation  Agreements  in
               September 1999, as further explained in Note 6.

               Since the  Company  had  losses  for 2000 and 1999,  the  assumed
               effect of the  exercise of options and  warrants  outstanding  at
               December  31, 2000 and 1999 and the  application  of the treasury
               stock  method  would  have  been  anti-dilutive  and,  therefore,
               diluted  per  share  amounts  have  not  been  presented  in  the
               accompanying consolidated statements of operations.

            Stock based compensation:

               In accordance with the provisions of Accounting  Principles Board
               Opinion No. 25,  "Accounting for Stock Issued to Employees" ("APB
               25"), the Company will recognize  compensation  costs as a result
               of the issuance of stock  options  granted to employees  based on
               the excess,  if any, of the fair value of the underlying stock at
               the  date of  grant or  award  (or at an  appropriate  subsequent
               measurement  date)  over  the  amount  the  employee  must pay to
               acquire the stock. Therefore, the Company will not be required to
               recognize compensation expense as a result of any grants of stock
               options to employees at an exercise  price that is  equivalent to
               or greater than fair value.  The Company will also make pro forma
               disclosures,  as required by Statement  of  Financial  Accounting
               Standards  No. 123,  "Accounting  for  Stock-Based  Compensation"
               ("SFAS  123"),  of net  income or loss as if a fair  value  based
               method of accounting  for stock options  granted to employees had
               been applied  instead if such amounts differ  materially from the
               historical amounts.

                                      F-10
<PAGE>

                       GLOBAL NETWORK, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 2 -  Summary  of  significant  accounting  policies  (concluded):

            Stock based compensation (concluded):

               In accordance  with SFAS 123, the Company will also recognize the
               cost of shares,  options,  warrants and other equity  instruments
               issued to nonemployees as  consideration  for services as expense
               over the periods in which the related  services are rendered by a
               charge  to  compensation  cost  and  a  corresponding  credit  to
               additional  paid-in capital.  Generally,  cost will be determined
               based on the fair value of the equity  instruments at the date of
               issuance. The fair value of options,  warrants and similar equity
               instruments   will  be  estimated  based  on  the   Black-Scholes
               option-pricing  model, which meets the criteria set forth in SFAS
               123, and the  assumption  that all of the options or other equity
               instruments   will   ultimately   vest.   The  effect  of  actual
               forfeitures will be recognized as they occur.

            Recent accounting pronouncements:

               The  Financial  Accounting  Standards  Board  and the  Accounting
               Standards  Executive  Committee  of  the  American  Institute  of
               Certified  Public   Accountants  had  issued  certain  accounting
               pronouncements as of December 31, 2000 that will become effective
               in subsequent  periods;  however,  management of the Company does
               not  believe  that  any  of  those   pronouncements   would  have
               significantly   affected  the  Company's   financial   accounting
               measurements  or disclosures  had they been in effect during 2000
               and 1999 or that they will have a significant  affect at the time
               they become effective.


Note 3 -  Advances to officers and former officers:

          Advances  to officers  and former  officers of $170,454 as of December
          31, 2000 were noninterest bearing and due on demand. Information as to
          the fair value of these  financial  instruments has not been presented
          because  management  of the Company does not believe that there is any
          practical method that can be used to determine such fair value.


Note 4 -  Income taxes:

          As  of  December  31,  2000,   the  Company  had  net  operating  loss
          carryforwards of approximately  $3,294,000  available to reduce future
          Federal  taxable  income  which,  if not used,  will expire at various
          dates  through  2020.  The  Company  had no other  material  temporary
          differences  as of that date.  Due to the  uncertainties  related  to,
          among other things, the changes in the ownership of the Company, which
          could  subject  those  loss   carryforwards   to  substantial   annual
          limitations,  and the extent and timing of its future taxable  income,
          the  Company  offset  the  deferred  tax  assets  attributable  to the
          potential benefits of approximately $1,120,000 from the utilization of
          those net operating  loss  carryforwards  by an  equivalent  valuation
          allowance as of December 31, 2000.

                                      F-11
<PAGE>

                       GLOBAL NETWORK, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 4 -  Income taxes (concluded):

          The Company had also offset the potential  benefits from net operating
          loss carryforwards by an equivalent  valuation  allowance during 1999.
          As a result of the increase in the valuation  allowance of $1,047,000,
          $93,000  and  $1,140,000   during  2000,  1999  and  the  period  from
          inception,  respectively,  no credits for income taxes are included in
          the  accompanying  consolidated  statements  of  operations  for those
          periods.

          Prior to the  Exchange  on August 5, 1999,  Global New York,  with the
          consent  of its  stockholders,  had  elected  to be  treated as an "S"
          Corporation  under the Internal  Revenue Code.  Accordingly,  prior to
          that date, Global New York's losses were allocated to its stockholders
          for  inclusion  in their  personal  income tax  returns and it was not
          required to record any  provision or credit for Federal  income taxes.
          However,  Global  New  York's  pre-tax  loss for that  period  was not
          material  and,  accordingly,  the  aforementioned  elections  did  not
          materially change the effective tax rate for 1999.


Note 5 -  Commitments and contingencies:

            Capital lease obligations:

               The  Company  uses  computer  equipment  under  lease  agreements
               classified as capital  leases.  The Company's  obligations  under
               capital leases as of December 31, 2000 are set forth below:

               Year Ending
               December 31,                                        Amount
               ------------                                      ---------

                  2001                                           $  28,682
                  2002                                              28,682
                  2003                                              28,682
                  2004                                              12,869
                  2005                                               7,507
                                                                 ---------
                  Total minimum lease payments                     106,422
                  Less amount representing interest                 41,136
                                                                 ---------
                  Present value of net minimum lease payments       65,286
                  Less current portion                              14,121
                                                                 ---------

                  Long-term portion                              $  51,165
                                                                 =========

               The Company  effectively  acquired equipment at a cost of $72,365
               during 2000 by incurring capital lease obligations. These noncash
               transactions   are  not  reflected  in  the   accompanying   2000
               consolidated  statement of cash flows.  The net carrying value of
               equipment used by the Company under capital leases was $68,747 as
               of December 31, 2000.

                                      F-12
<PAGE>

                       GLOBAL NETWORK, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 5 -  Commitments and contingencies (concluded):

            Concentrations of credit risk:

               Financial  instruments  that  potentially  subject the Company to
               concentrations  of credit risk consist primarily of cash and cash
               equivalents and accounts  receivable.  The Company  maintains its
               cash in  bank  deposit  accounts  which,  at  times,  may  exceed
               Federally  insured limits.  At December 31, 2000, the Company had
               cash and cash equivalents that exceeded  Federally insured limits
               by  approximately  $356,000.  The Company reduces its exposure to
               credit risk by maintaining its cash deposits with major financial
               institutions and monitoring their credit ratings.

               The Company extends credit to its customers.  It does not require
               any  collateral.  Since the Company had only  generated a limited
               amount of revenues  through  December  31,  2000,  each  customer
               generated a significant  percentage of its total revenues in 2000
               and 1999 and a few customers  accounted for  substantially all of
               its accounts receivable balance as of December 31, 2000. To limit
               credit risk, the Company closely monitors the extension of credit
               while  maintaining  appropriate  allowances for potential  credit
               losses. Accordingly, management does not believe that the Company
               was exposed to significant credit risk at December 31, 2000.


Note 6 -  Stockholders' equity:

            Preferred stock authorized:

               The Company's Articles of Incorporation authorize the issuance of
               up to  5,000,000  shares of  preferred  stock with a par value of
               $.001 per share. The preferred stock may be issued in one or more
               series,  with  terms  and  preferences  to be  determined  by the
               Company's  Board of Directors.  No shares of preferred  stock had
               been issued as of December 31, 2000.

            Issuances and cancellations of common stock, options and warrants:

               The  Company's  Articles  of  Incorporation  also  authorize  the
               issuance of 50,000,000 shares of common stock with a par value of
               $.001 per share.

               On April 26, 1999, a total of  27,732,934  shares of common stock
               were issued,  effectively, to the founders of Global New York for
               nominal consideration.

               On August 5,  1999:  (i)  4,000,000  shares of common  stock were
               initially  issued to the  owners of Global  Nevada as a result of
               the Exchange and the reverse acquisition by Global New York, (ii)
               21,732,934 shares of common stock owned by the founders of Global
               New York were placed in escrow and became subject to cancellation
               pursuant  to an  agreement  that was  initially  due to expire on
               August 5, 2002, as further explained below, and (iii) the Company
               sold 100,000 shares of common stock and warrants  ("Warrants") to
               purchase 400,000 shares of common stock, exercisable at $2.00 per
               share through February 5, 2000, pursuant to a private offering of
               units for which it received  total  consideration  of $200,000 of
               $.50  per  share.

                                      F-13
<PAGE>


                       GLOBAL NETWORK, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 6 -  Stockholders' equity (continued):

            Issuances and cancellations of common stock, options and warrants
            (continued):

               Of the  21,732,934  escrowed  shares of common stock owned by the
               founders  of Global New York that were  subject to  cancellation,
               12,000,000   shares  and  9,732,934  shares  were  designated  as
               "Earnout Shares" and "Penalty Shares," respectively.  The Earnout
               Shares were to be released to the stockholders if the Company had
               income before income taxes of not less than $1,000,000 during any
               four  consecutive  quarters prior to the expiration of the escrow
               agreement  or upon the  release of Penalty  Shares.  The  Penalty
               Shares were to be released in  specified  amounts if the Warrants
               were not exercised by specified dates.

               On August  10,  1999,  the  Company  received  $200,000  upon the
               exercise of Warrants for the purchase of 100,000 shares of common
               stock at $2.00 per share.  As a result of the  exercise  of those
               Warrants,  a total of  2,433,234  Penalty  Shares  held in escrow
               became subject to cancellation,  and 29,499,700  shares of common
               stock remained  outstanding,  including 19,299,700 shares held in
               escrow.  In  addition,  Warrants  remained  outstanding  for  the
               purchase of 300,000 shares of common stock.

               As a result of the September 1999  Cancellation  Agreements,  (i)
               2,424,000 shares of the Company's common stock held by certain of
               the stockholders of Global Nevada became subject to cancellation;
               (ii) 10,000,000  Earnout Shares and 6,299,700 Penalty Shares that
               were held in escrow became subject to cancellation; and (iii) the
               remaining  2,000,000  Earnout Shares and 1,000,000 Penalty Shares
               that  were  held in  escrow  became  subject  to  release  to the
               founders  of Global  New York  that  waived  their  rights to and
               agreed to the  cancellation of the 10,000,000  Earnout Shares and
               the  6,299,700  Penalty  Shares.  As a result,  the Company  had,
               effectively,  10,776,000 shares of common stock outstanding as of
               September  30,  1999  comprised  of  1,576,000  shares  that were
               effectively  issued to the former  stockholders of Global Nevada,
               9,000,000 shares that were effectively  issued to the founders of
               Global  New York and  200,000  shares  that had been  issued as a
               result of the private placement and the exercise of Warrants.

               During February and March 2000, the Company received  proceeds of
               $1,666,250,  net of payments  for related  costs and  expenses of
               $102,500,  from the sale and  issuance  of  1,343,000  shares  of
               common stock that were made through a private placement  intended
               to be exempt from  registration  under the Securities Act of 1933
               (the "Act").  The total included  1,338,000  shares sold at $1.33
               per share and 5,000 shares issued for financial  services related
               to  the  private  placement.   In  connection  with  the  private
               placement,  one of the  founders of the Company  agreed to return
               1,175,000 shares of common stock to the Company,  and the Company
               agreed to cancel those shares.

                                      F-14
<PAGE>

                       GLOBAL NETWORK, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 6 -  Stockholders' equity (continued):

          Issuances and cancellations of common stock, options and warrants
          (continued):

               During September 2000, the Company received proceeds of $389,500,
               net of payments for related  costs and expenses of $43,000,  from
               the sale and issuance of 209,250  shares of common stock  through
               private placements  intended to be exempt from registration under
               the Act.  The total  included  194,750  shares  sold at $2.00 per
               share and 14,500 shares issued for financial  services related to
               the private placement.

               Pursuant to the agreements related to the private placements, the
               Company is obligated to register  certain of the shares under the
               Act and incur the costs of such registration.

               During 2000,  the Company  issued a total of 1,000,000  shares of
               common stock in exchange for services which had an aggregate fair
               value of $1,706,250,  of which 700,000 shares had a fair value of
               $1.13 per share and 300,000  shares had a fair value of $3.06 per
               share.  During 1999,  the Company issued a total of 35,000 shares
               of common stock in exchange for services  with an aggregate  fair
               value of $8,125, all of which had a fair value of $.23 per share.

               During 2000, the Board of Directors  authorized the repurchase by
               the  Company of up to 100,000  shares of its  outstanding  common
               stock and the Company  repurchased  14,500 shares of common stock
               for the  treasury at a cost of $17,670 or an average of $1.22 per
               share.

               During  2000,  the Company  issued  options to  purchase  550,000
               shares of common stock in exchange for consulting  services.  All
               of the options remained  outstanding at December 31, 2000 and are
               exercisable  at  $.93  per  share  at any  time  prior  to  their
               expiration on February 28, 2003.  The options had an  approximate
               aggregate fair value of $396,000.  Certain of the options with an
               approximate  aggregate  fair value of  $324,000  were  issued for
               services  provided  in  connection  with the  development  of the
               Company's proprietary software and,  accordingly,  the fair value
               of those  options,  which  totaled  approximately  $324,000,  was
               capitalized  and the fair value of the remaining  options,  which
               totaled  approximately  $72,000, was charged to selling,  general
               and administrative expenses during 2000.

               During  1999,  the Company  issued  options to  purchase  195,000
               shares of common stock in exchange for consulting  services.  All
               of the options remained  outstanding at December 31, 2000 and are
               exercisable  at  $.50  per  share  at any  time  prior  to  their
               expiration on December 31, 2002.  The options had an  approximate
               aggregate  fair  value of  $76,050,  all of which was  charged to
               selling, general and administrative expenses during 1999.

                                      F-15
<PAGE>

                       GLOBAL NETWORK, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 6 -  Stockholders' equity (concluded):

          Issuances and cancellations of common stock, options and warrants
          (concluded):

               The fair value of the  options  was  determined  in 2000 and 1999
               using a  Black-Scholes  option-pricing  model in accordance  with
               SFAS 123 based on the following assumptions:

                    Expected years of option life                     1.5
                    Risk free interest rate                           6%
                    Dividend yield                                    0%
                    Volatility                                      113%

               The weighted  average  remaining  contractual life of the options
               outstanding as of December 31, 2000 was 2.12 years.

               As a result of the  issuances  of shares and  options to purchase
               shares   described   above,   the  Company  charged  a  total  of
               $1,838,250,  $84,175  and  $1,922,425  to  selling,  general  and
               administrative  expenses  during  2000,  1999 and the period from
               inception,  respectively,  and $324,000 to  capitalized  software
               costs in 2000 and increased  common stock and additional  paid-in
               capital by equivalent aggregate amounts,  based on the fair value
               of the shares and options  issued for services.  The issuances of
               shares and options for services are noncash transactions that are
               not reflected in the accompanying consolidated statements of cash
               flows.


Note 7 -  Other related party transactions and commitments:

          Selling,  general  and  administrative  expenses  include  charges  by
          related  parties  for client  entertainment,  office  and  secretarial
          services and other office expenses  totaling  approximately  $296,000,
          $74,000 and  $471,000  for 2000,  1999 and the period from  inception,
          respectively.

                                      F-16
<PAGE>

                       GLOBAL NETWORK, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 8 -  Subsequent events:

          During the period  from  January 1, 2001  through  April 9, 2001,  the
          Company  repurchased 17,500 shares of common stock for the treasury at
          a cost of $22,535 or an average of $1.29 per share (see Note 6).

          On March 1, 2001, the Company  entered into agreements with two of its
          former officers in conjunction with their  resignation as directors of
          the Company.  As of December 31, 2000,  these former  officers  held a
          total of 3,870,000 shares of the Company's  common stock.  Pursuant to
          the  agreements,  the Company will  effectively  repurchase a total of
          400,000  shares of common  stock from the former  officers in exchange
          for the cancellation of receivables of $105,000 (effectively, $.26 per
          share) that arose from noninterest bearing advances made to them prior
          to December 31, 2000 (see Note 3). The Company will also  repurchase a
          total of 3,270,000  shares of common stock from the former officers at
          the rate of 300,000 shares per month  commencing on April 1, 2001 at a
          purchase price of $.10 per share.


                                      * * *


                                      F-17